Filed by FinTech Acquisition
Corp. III Parent Corp.
Pursuant to Rule 425
under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14d-2
under the Securities Exchange Act of 1934, as amended
Subject Company: FinTech Acquisition Corp. III
(Commission File No. 001-38744)
Paya – Law360 Q&A
Responses August 5, 2020
Quotes attributed to:
Betsy Cohen, Chairman of the Board, FTSPAC
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1.
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What qualities was FinTech Acquisition Corp. III looking for in an acquisition target?
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Drawing from our previous Fintech SPAC successes along
with our global view of the market segment, we considered several criteria in identifying viable acquisition targets. Four of primary
qualities include: 1) Strong management team; 2) Scalable business model and attractive financial profile; 3) Platform for future
growth (organic growth plus potential M&A); and 4) Identifiable competitive advantage.
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2.
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How does Paya align with those qualities?
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Not surprisingly we chose Paya for scoring high marks
across those four key areas and well beyond – which we credited for the company’s success to date, and is also what
gets us excited about the team’s ability to meet and exceed Wall Street’s expectations for driving continued growth
and value as a public company. The Paya management team has the benefit of drawing from its collective experience at market leaders
like JPMorgan Chase, PayPal, First Data, and Vantiv among others.
Paya currently Processes over $30 Billion of transaction
volume for over 100,000 customers. Looking forward, we see the strong secular tailwinds in integrated digital payments matching
well with Paya’s vertically tailored solution set, with both immediate and long term opportunities for deeper penetration
across B2B, healthcare, government and utilities, and non-profit market segments.
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3.
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What deal terms were most important to you during negotiations?
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Crafting an overall transaction that creates value for
our stockholders has always been paramount. To this end, we focus on elements of structure that align incentives of stockholders,
target and sponsor – which has been a consistent ethos across all of our deals. As an example, tiered vesting for sponsor
equity and earn out consideration based on accretion in post-closing stock price supports the interest for operators and investors
across the spectrum of the deal.
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4.
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Is there anything else you'd like to add?
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We are truly enthusiastic to complete the business combination
and excited about the opportunity to work together to create value for our stockholders in this fourth SPAC transaction by FinTech
Acquisition Corp.’s sponsor group.
Forward Looking Statements
This document includes “forward looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,”
“target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,”
“outlook,” and “project” and other similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. Such forward looking statements include estimated financial information. Such
forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses
of FinTech Acquisition Corp. III, Paya, Inc. or the combined company after completion of the Business Combination are based on
current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction Agreement and
the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by the Transaction
Agreement due to the failure to obtain approval of the stockholders of FinTech Acquisition Corp. III or other conditions to closing
in the Transaction Agreement; (3) the ability to meet Nasdaq’s listing standards following the consummation of the transactions
contemplated by the Transaction Agreement; (4) the risk that the proposed transaction disrupts current plans and operations of
Paya, Inc. as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize
the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability
of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its
management and key employees; (6) costs related to the proposed Business Combination; (7) changes in applicable laws or regulations;
(8) the possibility that Paya, Inc. may be adversely affected by other economic, business, and/or competitive factors; and (9)
other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and Exchange
Commission (“SEC”) by FinTech Acquisition Corp. III. You are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. FinTech Acquisition Corp. III and Paya, Inc. undertake no commitment to update
or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be
required by law.
Additional Information
In connection with the proposed Business Combination between Paya,
Inc. and FinTech Acquisition Corp. III, FinTech Acquisition Corp. III has filed with the SEC a preliminary proxy statement / prospectus
and will mail a definitive proxy statement / prospectus and other relevant documentation to FinTech Acquisition Corp. III stockholders.
This document does not contain all the information that should be considered concerning the proposed Business Combination. It is
not intended to form the basis of any investment decision or any other decision in respect to the proposed Business Combination.
FinTech Acquisition Corp. III stockholders and other interested persons are advised to read the preliminary proxy statement / prospectus
and any amendments thereto, and the definitive proxy statement / prospectus in connection with FinTech Acquisition Corp. III’s
solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the proposed Business Combination
because these materials contain important information about Paya, Inc., FinTech Acquisition Corp. III and the proposed transactions.
The definitive proxy statement / prospectus will be mailed to FinTech Acquisition Corp. III stockholders as of a record date to
be established for voting on the proposed Business Combination when it becomes available. Stockholders are able to obtain a copy
of the preliminary proxy statement / prospectus, and will be able to obtain a copy of the definitive proxy statement / prospectus
once they are available, without charge, at the SEC’s website at http://sec.gov or by directing a request to: James J. McEntee,
III, President and Chief Financial Officer, FinTech Acquisition Corp. III, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania
19104.
This document shall not constitute a solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed Business Combination.
Participants in the Solicitation
FinTech Acquisition Corp. III and its directors and officers may
be deemed participants in the solicitation of proxies of FinTech Acquisition Corp. III stockholders in connection with the proposed
business combination. FinTech Acquisition Corp. III stockholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of FinTech Acquisition Corp. III in FinTech Acquisition Corp. III’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to FinTech Acquisition Corp. III stockholders in connection with the proposed transaction
are set forth in the proxy statement / prospectus for the transaction. Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed transaction are included in the proxy statement / prospectus that
FinTech Acquisition Corp. III has filed with the SEC.
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