Shift4 Payments Moves to Acquire Smartpay at NZ$1.20 Per Share

Background and Agreement Details

Smartpay Holdings Limited (ASX – SMP), a New Zealand-listed payments technology company, has entered into a Scheme Implementation Agreement with Shift4 Payments, LLC, a US-based payment processing firm. The agreement, dated 23 June 2025, sets out the terms for Shift4 to acquire all shares of Smartpay through a court-sanctioned scheme of arrangement.

The agreed consideration is NZ$1.20 per share, representing Shift4’s final and best offer in the absence of any competing proposal. This price is supported by an Independent Adviser’s Report confirming that the consideration falls within or above the valuation range for Smartpay shares.

Conditions and Regulatory Approvals

The transaction is subject to several key conditions precedent, including approval from the New Zealand Overseas Investment Office (OIO), shareholder approval at a Scheme Meeting, and sanction by the High Court of New Zealand. The agreement includes detailed provisions to ensure cooperation between the parties in obtaining these approvals, including the timely provision of information and consultation on communications with regulators.

Notably, the OIO approval is a critical hurdle, with the agreement specifying that the Bidder must diligently pursue satisfaction of this condition. Failure to obtain OIO consent by the stipulated End Date allows either party to terminate the agreement.

Directors’ Recommendation and Shareholder Engagement

Smartpay’s board has unanimously recommended that shareholders vote in favour of the scheme, subject to the Independent Adviser’s Report and absence of a superior proposal. Directors who hold or control shares have also committed to vote in favour, reinforcing the board’s confidence in the transaction.

The agreement outlines a comprehensive timetable for implementation, including the preparation and despatch of the Scheme Booklet, shareholder meeting, court hearings, and the eventual suspension and delisting of Smartpay shares from the NZX and ASX.

Exclusivity and Competing Proposals

During the exclusivity period, Smartpay and its representatives are restricted from soliciting or engaging with competing proposals. However, the agreement includes fiduciary carve-outs allowing the board to consider bona fide superior proposals, provided certain procedural safeguards and matching rights are observed.

Shift4 retains the right to amend its offer during a matching period if a competing proposal emerges, ensuring it can respond competitively to any rival bids.

Financial and Legal Protections

The agreement includes detailed warranties and indemnities from both parties, designed to allocate risk and provide recourse in case of breaches. A reimbursement fee of approximately NZ$2.96 million is payable to Shift4 under certain termination scenarios, reflecting the costs and efforts incurred in pursuing the transaction.

Financing arrangements are confirmed, with Shift4 warranting it has sufficient funds available to complete the acquisition. Escrow arrangements are also in place to safeguard the consideration funds until the scheme is implemented.

Next Steps and Market Implications

Following execution of the agreement, the parties will proceed with regulatory filings and shareholder communications as per the agreed timetable. The transaction’s success hinges on regulatory approvals and shareholder support, with the potential for competing proposals to emerge.

For investors, the deal represents a significant consolidation in the payments technology sector, with Shift4 expanding its footprint into the New Zealand and Australian markets. Shareholders should monitor forthcoming announcements, particularly regarding regulatory clearances and any shifts in the directors’ recommendations.