Smartpay Valued at Nearly NZ$300 Million in Shift4 Buyout Deal
Smartpay Holdings has entered a definitive agreement to be acquired by US-based Shift4 Payments for NZ$1.20 per share, representing a significant premium and a near NZ$300 million valuation. The deal, recommended unanimously by Smartpay’s board, awaits shareholder and regulatory approvals.
- Shift4 to acquire Smartpay at NZ$1.20 per share in cash
- 46.5% premium over 90-day volume weighted average price
- Implied equity value of NZ$296.4 million
- Unanimous board recommendation and major shareholder support
- Transaction subject to shareholder, court, and regulatory approvals
Deal Overview and Valuation
Smartpay Holdings Limited, a leading payments processor in Australia and New Zealand, has agreed to be acquired by American fintech giant Shift4 Payments. The agreed cash price of NZ$1.20 per share represents a 46.5% premium to Smartpay’s recent trading price, valuing the company at approximately NZ$296.4 million. This acquisition multiple of around 14.2 times projected EBITDA underscores the strategic value Shift4 sees in Smartpay’s regional footprint and technology.
Board and Shareholder Backing
The Smartpay board, after a thorough review of strategic options and a competitive process, unanimously recommends the scheme of arrangement to shareholders. This endorsement is bolstered by support from Microequities Asset Management, a substantial shareholder controlling over 13% of Smartpay’s shares, who have committed to vote in favor of the transaction. Directors themselves intend to vote their holdings in favor, contingent on the independent adviser’s valuation confirming the offer’s fairness.
Conditions and Timeline
The transaction is structured as a court-supervised scheme of arrangement under New Zealand law, requiring multiple approvals including shareholder consent, New Zealand Overseas Investment Office clearance, and High Court sanction. A special shareholder meeting is anticipated in the third quarter of 2025, with completion expected by the fourth quarter. Notably, the deal is not subject to financing conditions, signaling confidence in Shift4’s commitment and financial capacity.
Strategic Implications
Smartpay’s CEO highlighted that the deal accelerates value realization for shareholders while positioning the company to leverage Shift4’s global payments technology and scale. For Shift4, the acquisition expands its presence in the Australasian market, complementing its existing portfolio across diverse commerce sectors. The transaction also mitigates execution risks inherent in Smartpay’s standalone growth plans.
Potential Challenges and Protections
The agreement includes customary exclusivity provisions, break fees, and rights for Shift4 to match any superior proposals, ensuring a controlled and orderly process. However, the possibility of competing bids remains open, and the deal’s completion hinges on no material adverse changes occurring before closing. Investors will be watching closely for the independent adviser’s report and any regulatory developments.
Bottom Line?
As Smartpay moves toward shareholder approval and regulatory clearance, the market awaits whether this premium offer will close or face competitive challenges.
Questions in the middle?
- Will any superior proposals emerge to challenge Shift4’s offer?
- How will regulatory authorities assess the overseas investment implications?
- What synergies and integration plans will Shift4 pursue post-acquisition?