Smartpay Holdings Limited (NZSX:SPY, ASX:SMP, “Smartpay” or “the Company”) has entered into a Scheme Implementation Agreement (“SIA”) under which Shift4 Payments, LLC (“Shift4”), or wholly-owned subsidiary, will acquire all of the shares in Smartpay for NZ$1.20 per share in cash, by means of a scheme of arrangement under Part 15 of the Companies Act 1993 (the “Scheme”). Shift4 is an American payment processing business.   

Highlights
• Following a comprehensive process and a thorough consideration of strategic options, the Smartpay Board has assessed the Scheme as providing the most compelling value for shareholders.
• Under the Scheme, Smartpay shareholders will receive a cash price of NZ$1.20 per share.
• The proposed consideration of NZ$1.20 per share in cash represents: o o o o a 46.5% premium to Smartpay’s 90 trading day volume weighted average price to close of 20 June of NZ$0.82 per share 1 an implied equity value of A$274.1 million / NZ$296.4 million;2  an enterprise value of A$282.8 million / NZ$305.8 million;3 and an acquisition multiple of ~14.2x based on FY25 Normalised EBITDA pre-NZ investment of NZ$21.5 million.
• Following the culmination of negotiations between the parties, Shift4 has stated that the offer price under the Scheme of NZ$1.20 per share represents its best and final price, in the absence of a Competing Proposal. 
• The Scheme is subject to the approval of Smartpay shareholders, consent under the New Zealand Overseas Investment Act 2005, approval of the New Zealand High Court, there being no Material Adverse Change and other customary conditions as detailed in the Scheme Implementation Agreement. The Scheme is not subject to any financing condition.
• Smartpay shareholder approval will be sought at a special meeting of shareholders expected to be held in Q3 2025. Smartpay shareholders do not need to take any action at the current time.

The Directors unanimously recommend that shareholders vote in favour of the Scheme, subject to the Scheme price being within or above the Independent Adviser’s valuation range for Smartpay shares and in the absence of a Superior Proposal. Subject to the same qualifications, the Directors intend to vote, or procure the voting of, all of the Smartpay shares that they hold or control in favour of the Scheme.3

The Scheme has support from Smartpay’s substantial shareholder Microequities Asset Management

As at the date of this announcement, Microequities Asset Management Group Limited (ACN: 110 777 056) (“Microequities Asset Management”), its associated entities and funds of, or managed by, Microequities Asset Management or its associated entities hold or control 32,109,979 Smartpay shares (representing approximately 13.3% of the Smartpay shares on issue). Microequities Asset Management, its associated entities and any funds of, or managed by, Microequities Asset Management or its associated entities intend to vote all Smartpay shares held or controlled by them as at the time of the Scheme Meeting in favour of the Scheme (noting that Microequities Asset Management, its associated entities and any funds of, or managed by, Microequities Asset Management or 1Period of 90 days of trading on the NZX between February 10 2025 to 20 June 2025, excluding New Zealand public holidays 2Using an NZD:AUD FX rate of 0.9248 as at 19 June 2025 , net debt of NZ$9.5 million as at 31 March 2025, and ordinary shares outstanding of 241,943,464 (excluding 169,931 shares held as treasury stock) and Share Performance Rights of 5,024,541. 3In the case of Carlos Gil, the representative director of one of Smartpay’s largest shareholders, Microequities Asset Management, such intention to vote, or procure the voting of, all of the Smartpay shares that he holds or controls in favour of the Scheme does not extend to any shares held or controlled by Microequities Asset Management, its associated entities or any funds of, or managed by, Microequities Asset Management or its associated entities.  See the separate statement included in this announcement in relation to Microequities Asset Management.  its associated entities reserve the right to sell any Smartpay shares held or controlled by them at any time), in the absence of a Superior Proposal and subject to the Independent Adviser concluding (and continuing to conclude) that the Scheme price is within or above the Independent Adviser’s valuation range for the shares.

Background to recommendation Following a comprehensive process to review expressions of interest and test a broad range of other potentially interested parties, the Smartpay Directors have assessed the Scheme as providing compelling, risk-adjusted value and, if the Scheme completes, certainty for shareholders.

Chairman of Smartpay, Gregor Barclay, said, “Following the receipt of various unsolicited, non-binding expressions of interest to acquire the Company, the Board formed an Independent Committee comprising the Company’s independent directors, appointed external advisers and undertook a comprehensive process, with a view to exploring opportunities to enhance shareholder value.”

“In considering the options, including the possibility of continuing to implement the Company’s growth strategy as a publicly listed company, the Directors have carefully considered the risks and rewards of the various alternatives.

After a thorough assessment, the Directors believe that the Scheme currently represents the most compelling value for shareholders. Although the Directors remain confident in the future of Smartpay, the transaction will accelerate the realisation of value for Smartpay shareholders and mitigates the risks that would otherwise be involved in delivering Smartpay’s strategic plan over time. Accordingly, the Directors are pleased to unanimously recommend the transaction to shareholders, in the absence of a Superior Proposal and subject to the Independent Adviser Report concluding (and continuing to conclude) that the Scheme price is within or above the Independent Adviser’s valuation range for the shares.”

Marty Pomeroy, CEO of Smartpay, said, “Smartpay remains focused on being the payments partner of choice, investing and adding scale to our existing Australian and New Zealand business. The proposed transaction, if completed, will see Shift4 partner with Smartpay to deliver an enhanced value proposition to our customers, employees and other stakeholders while delivering immediate and derisked value to our current shareholders.”

Details of Scheme, including key conditions and exclusivity
The Scheme is subject to the approval of Smartpay shareholders, consent under the New Zealand Overseas Investment Act 2005 and approval of the New Zealand High Court. It is also subject to other customary conditions, including the absence of a Material Adverse Change.

The Scheme Implementation Agreement contains customary exclusivity provisions, including “no-shop”, “no-talk”, and “no due diligence” obligations. The latter two restrictions are subject to exclusions which permit the Smartpay Board to engage in relation to a competing proposal which is (or is reasonably likely to become) a Superior Proposal and where their fiduciary obligations require them to do so, subject to notifications being made to Shift4. Shift4 also has an opportunity to match any Superior Proposal. The Scheme Implementation Agreement also contains break fee and reverse break fee provisions (with each being approximately $2.96 million).

A copy of the SIA is attached to this announcement. The Appendix to this announcement sets out a summary of the Scheme process and a summary of key certain key aspects of the SIA. 

Indicative timetable and next steps 
Smartpay will, with the approval of the Takeovers Panel, appoint an independent firm to prepare an Independent Adviser’s Report to assist shareholders to assess the merits of the Scheme.

A Scheme Booklet containing information relating to the Scheme, the Independent Adviser’s Report, the reasons for the Directors’ unanimous recommendation, and meeting information is currently expected to be sent to Smartpay shareholders in Q3 2025. Smartpay shareholders will have the opportunity to vote on the Scheme at a meeting likely to be held in Q3 2025. If all the conditions are satisfied, the Scheme is expected to be implemented in Q4 2025.

The Directors encourage shareholders to carefully consider the materials that will be sent to them and to exercise their right to vote at the special meeting that will be called to consider the Scheme. If shareholders have questions or if they propose to buy or sell Smartpay shares before receipt of those materials, they are encouraged to seek their own professional advice. 

Note that these dates are indicative and subject to change.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the SIA.

About Shift4 
Shift4 Payments, LLC is a subsidiary of Shift Payments, Inc., a global leader in financial technology, providing solutions for every aspect of the commerce ecosystem to deliver a seamless and streamlined payments experience to customers.

Shift4 provides integrated payments solutions and commerce technology, processing over US$260bn in transactions each year in over 45 countries and servicing more than 200k customers across more than 100 payment methods.  Shift4 partners with the leading brands in every industry across travel & hospitality, food & beverage, retail, sports & entertainment, casinos & online gaming, eCommerce and specialty sectors. 

Shift Payments, Inc. is listed on the New York Stock Exchange (NYSE). 

Source: https://www.smartpayinvestor.com/stock-information/updates/