Shift4 Payments Offers 14.2x EBITDA for Smartpay in NZ$1.20 Per Share Deal
Smartpay Holdings Limited shareholders convened to vote on a proposed NZ$1.20 per share acquisition by Shift4 Payments, a deal that offers a significant premium and promises immediate cash returns. The Board unanimously endorses the scheme, highlighting a thorough competitive process and the absence of superior bids.
- Shift4 Payments proposes NZ$1.20 per share acquisition
- Deal values Smartpay at approximately 14.2x FY25 Normalised EBITDA
- Board unanimously recommends voting in favour of the scheme
- No superior proposal has emerged since exclusivity granted
- Scheme expected to complete around 4 November 2025, pending approvals
Background to the Scheme
Smartpay Holdings Limited, a key player in the Trans-Tasman payment services sector, held a pivotal shareholder meeting to consider a proposed acquisition by US-based Shift4 Payments. The offer, set at NZ$1.20 per share, represents a substantial premium over Smartpay’s pre-announcement share price and is positioned near the midpoint of an independent valuation range of NZ$1.07 to NZ$1.43 per share.
The acquisition proposal emerged after a competitive and comprehensive process initiated earlier in 2025, following unsolicited indicative offers. The Smartpay Board formed an Independent Committee and engaged external advisers to explore strategic options, ultimately granting Shift4 Payments a limited exclusivity period to negotiate a binding agreement.
Board’s Unanimous Endorsement
Smartpay’s Board of Directors unanimously recommends shareholders vote in favour of the scheme. They cite several compelling reasons – the attractive cash consideration, the opportunity for shareholders to realise value immediately, and the avoidance of future operational risks. The acquisition price equates to an acquisition multiple of approximately 14.2 times Smartpay’s FY25 Normalised EBITDA of NZ$21.5 million, underscoring the premium valuation.
Notably, no superior proposals have surfaced since the exclusivity period was granted to Shift4 Payments, and the Board does not anticipate any emerging. Microequities Entities, a substantial shareholder holding 13.3% of shares, has also committed to supporting the scheme, further bolstering confidence in the transaction.
Meeting and Voting Details
The shareholder meeting was conducted in a hybrid format, allowing both in-person and virtual attendance. Voting was carried out by poll, with Computershare acting as scrutineers. The scheme requires approval by at least 75% of votes cast by shareholders in each interest class and more than 50% of the total shares on issue.
Directors and officers holding shares have declared their intention to vote in favour, reinforcing the Board’s unified stance. The scheme’s implementation is contingent on shareholder approval, High Court sanction, and customary conditions, with an expected completion date around 4 November 2025.
Looking Ahead
The acquisition marks a significant milestone for Smartpay, potentially concluding its chapter as a publicly listed company. Chairman Gregor Barclay acknowledged the dedication of the Board, management, and staff throughout a period marked by uncertainty and strategic evaluation. The deal also signals a new phase under Shift4 Payments’ ownership, with integration and growth opportunities likely to follow.
For shareholders, the scheme offers a clear exit at a premium price, while the broader market will be watching closely for the final vote outcomes and subsequent developments.
Bottom Line?
Smartpay’s fate hinges on shareholder approval, setting the stage for a transformative acquisition in the payment services sector.
Questions in the middle?
- Will any late competing bids emerge to challenge the Shift4 Payments offer?
- How will Shift4 Payments integrate Smartpay’s operations post-acquisition?
- What impact will the acquisition have on Smartpay’s growth initiatives, especially the New Zealand opportunity?
