Smartpay Deal Hangs on Shareholder Vote Despite Regulatory Green Light
Shift4 Payments has secured Overseas Investment Office approval for its NZ$1.20 per share acquisition of Smartpay, advancing the proposed scheme of arrangement closer to completion.
- Shift4 obtains Overseas Investment Office consent
- Acquisition offer set at NZ$1.20 per share in cash
- Scheme still requires Smartpay shareholder approval
- No material adverse change condition remains
- Other customary conditions pending
Regulatory Approval Achieved
Smartpay Holdings Limited has announced a significant milestone in its proposed acquisition by Shift4 Payments, with the Overseas Investment Office (OIO) granting the necessary consent for the transaction to proceed. This regulatory approval satisfies a critical condition under the scheme implementation agreement signed in June 2025, marking a key step forward in the NZ$1.20 per share cash offer for all Smartpay shares.
Scheme of Arrangement Progress
The acquisition, structured as a scheme of arrangement under New Zealand’s Companies Act, remains subject to several other conditions. Most notably, Smartpay shareholders must approve the deal, and there must be no material adverse changes affecting the company before completion. These safeguards are standard in transactions of this nature, designed to protect shareholder interests and ensure transparency.
Market and Strategic Implications
Shift4 Payments’ pursuit of Smartpay aligns with its broader strategy to expand its footprint in the Australasian payment processing market. By acquiring Smartpay, Shift4 gains access to established merchant relationships and technology platforms across New Zealand and Australia. The OIO consent removes a significant regulatory barrier, potentially accelerating the timeline to close the deal and integrate operations.
Remaining Uncertainties
Despite this progress, the transaction is not yet guaranteed. Shareholder approval will be closely watched, as will any developments that might trigger the material adverse change clause. Additionally, customary conditions typical in such deals remain to be satisfied, leaving room for unforeseen delays or adjustments.
Looking Ahead
Investors and market watchers will be keenly awaiting the upcoming shareholder vote and any further updates from both companies. The successful completion of this acquisition could reshape the competitive landscape in the region’s payment processing sector, but the path forward still requires careful navigation of regulatory and shareholder dynamics.
Bottom Line?
With regulatory clearance secured, all eyes now turn to Smartpay shareholders and final conditions that will determine if the deal closes.
Questions in the middle?
- Will Smartpay shareholders approve the NZ$1.20 per share offer?
- Could any unforeseen material adverse changes derail the scheme?
- What is the expected timeline for finalising the acquisition post-approval?
