Payoneer to combine with FTAC Olympus Acquisition Corporation

Payoneer Inc. (“Payoneer”), the global payment and commerce-enabling platform which powers growth for millions of digital businesses worldwide, and FTAC Olympus Acquisition Corp. (NASDAQ:FTOCU) (“FTOC”), a special purpose acquisition company, today announced they have entered into a definitive agreement and plan of reorganization (the “Reorganization”). Upon closing of the reorganization, the newly created holding company will be renamed Payoneer Global Inc. and the combined company (the “Company”) will operate as Payoneer, a U.S. publicly listed entity. The Company is expected to have an implied estimated enterprise value of approximately $3.3 billion at closing, based on current assumptions. 

Payoneer’s management team will continue to lead the Company.  Payoneer has been backed by investments from TCV, Susquehanna Growth Equity (SGE), Viola Ventures, Wellington Management, Nyca Partners, Temasek and more. 

Payoneer’s mission is to democratize access to financial services and drive growth for digital businesses of all sizes from around the world.  Payoneer was founded on the basis that technology and the internet were transforming commerce and making it possible for anyone anywhere to build and grow a digital business.  Over the past 15 years, Payoneer has built a broad ecosystem that connects marketplaces, sellers, freelancers, gig workers, manufacturers, banks, suppliers, buyers and more into an integrated global platform.  Payoneer’s secure, regulated platform offers a global, multi-currency account to businesses of any size around the world, enabling them to pay and get paid globally as easily as they do locally.

Building upon its meaningful brand, recognized and trusted by businesses all over the world, Payoneer has expanded its services to empower businesses to grow globally.  Payoneer services include: Marketplace Payments; B2B Accounts Payable / Accounts Receivable; Merchant Services; Working Capital; and Risk and Compliance Services.  

“Technology is transforming commerce globally, bringing down borders and making it possible for entrepreneurs from all over the world to build a digital business,” said Scott Galit, Chief Executive Officer of Payoneer.  “This new way of doing business requires a global financial platform built for the digital age.  Payoneer’s purpose-built platform provides global connectivity with localized capabilities, layered on top of a robust and scalable compliance, risk and regulatory infrastructure.  We are incredibly excited about the opportunity ahead and believe that our leading global platform, brand, product suite, and network create significant and sustainable competitive advantages, and that our multi-pronged growth strategy will deliver strong growth for years to come.  We are thrilled to partner with Betsy Cohen and the FTOC team and are confident that we will benefit from their significant industry expertise as we embark on our journey as a public company.”   

Betsy Z. Cohen, Chairman of the Board of Directors of FTAC Olympus Acquisition Corp., said, “Payoneer is at the forefront of the rapid, global shift to digital commerce across all sectors.  Its innovative and unique high-tech, high-touch platform positions Payoneer at the epicenter of some of the most powerful and enduring trends driving global commerce today.  Its proven ability to facilitate the overall growth of e-commerce through capabilities such as B2B payment digitization, global risk and compliance infrastructure, and the enablement for SMBs to rapidly grow and scale sets Payoneer apart.  I couldn’t be more excited about this transaction which will allow this talented team to accelerate their growth strategy and continue to democratize access to global commerce.” 

Reorganization Summary 

The Reorganization reflects an implied enterprise value at closing of approximately $3.3 billion, representing a 7.6x multiple of 2021 expected revenue of $432 million.  The cash component of the purchase price to be paid to the equity holders of Payoneer is expected to be funded by FTOC’s cash in trust (minus any redemptions by FTOC’s existing public stockholders), as well as by a $300 million private placement. The balance of the consideration payable to the existing Payoneer equity holders will consist of shares of common stock of the Company. 

Following the Reorganization, the Company is expected to have up to $563 million in cash, offering significant capital flexibility for continued organic and inorganic growth.

Existing Payoneer equity holders have the potential to receive an earnout of additional shares of common stock if certain stock price targets are met as set forth in the reorganization agreement, and they will remain the largest investors by rolling over significant equity into the Company.

The Reorganization has been unanimously approved by the boards of both Payoneer and FTOC. The transaction is expected to close during the first half of 2021, subject to approval by the stockholders of FTOC, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, the completion of any required regulatory procedures, including any required approvals under applicable money transmitter laws, and other customary closing conditions.

Additional information about the transaction, including a copy of the reorganization agreement, will be provided in a Current Report on Form 8-K to be filed by FTOC with the SEC and available at www.sec.gov.  In addition, Payoneer Global Inc. intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/consent solicitation statement/prospectus, and will file other documents regarding the proposed transaction with the SEC. 

Advisors 

Financial Technology Partners is serving as exclusive financial and capital markets advisor to Payoneer. Davis Polk & Wardwell LLP is serving as legal counsel to Payoneer and Paul Hastings is serving as regulatory counsel to Payoneer.  PwC is serving as Payoneer’s auditors.    

Citi and Goldman Sachs & Co. LLC are serving as financial and capital markets advisors to FTOC, Cantor Fitzgerald is serving as capital markets advisor to FTOC, and Morgan Lewis is serving as legal counsel to FTOC.

Goldman Sachs & Co. LLC and Citi are serving as placement agents on the PIPE. 

Webcast Information 
A webcast presentation hosted by FTOC and Payoneer can be found at the following link: www.payoneer.com/investors.