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Highlights

  • Shift4 to acquire 100% of Smartpay for NZ$1.20 per share via scheme of arrangement.

  • Offer represents a 46.5% premium to Smartpay’s 90-day VWAP.

  • Smartpay share price rose 9.53% to AUD 1.03 following the announcement.

Smartpay Holdings Limited (NZSX:SPY, ASX:SMP) has entered into a Scheme Implementation Agreement under which it will be acquired by U.S.-based Shift4 Payments, LLC. The deal, announced on 23 June 2025, will see Shift4 or a wholly-owned subsidiary acquire all shares in Smartpay for NZ$1.20 per share in cash, by way of a court-approved scheme of arrangement under Part 15 of New Zealand’s Companies Act 1993.

Acquisition Terms and Valuation

The NZ$1.20 per share cash consideration represents a 46.5% premium to Smartpay’s 90-day volume-weighted average price of NZ$0.82 per share. The offer implies an equity value of NZ$296.4 million (A$274.1 million) and an enterprise value of NZ$305.8 million (A$282.8 million), reflecting a transaction multiple of approximately 14.2x Smartpay’s forecast FY25 normalised EBITDA (pre-New Zealand investment) of NZ$21.5 million.

Shift4 has described the NZ$1.20 per share as its best and final offer in the absence of a competing proposal.

Board Recommendation and Process

Following receipt of various unsolicited, non-binding expressions of interest, the Smartpay Board formed an Independent Committee of its independent directors and undertook a comprehensive review of strategic options. After evaluating risks and opportunities, the Directors unanimously concluded that the proposed Scheme offers the most compelling, risk-adjusted value for shareholders.

Smartpay Chairman Gregor Barclay stated that the Board had carefully weighed the benefits of remaining a listed entity against the certainty offered by the cash proposal. He added that while the Board remains confident in Smartpay’s strategic growth path, the transaction provides immediate value realisation and eliminates associated execution risks.

Smartpay CEO Marty Pomeroy said that Shift4’s acquisition would support the company’s expansion strategy across Australia and New Zealand, enhancing its customer offering while delivering immediate value to shareholders.

Scheme Conditions and Next Steps

The Scheme is subject to several conditions including shareholder approval at a special meeting expected in Q3 2025, regulatory consent under the New Zealand Overseas Investment Act, and approval from the New Zealand High Court. It is also subject to standard conditions such as the absence of a material adverse change.

The Scheme Implementation Agreement includes exclusivity provisions such as “no-shop,” “no-talk,” and “no-due diligence” clauses. However, the Smartpay Board retains the ability to engage with and recommend a competing superior proposal, subject to fiduciary duties. Shift4 retains the right to match any superior bid. Break fee and reverse break fee provisions of approximately NZ$2.96 million apply.

A Scheme Booklet detailing the proposal, along with an Independent Adviser’s Report and meeting details, is expected to be distributed to shareholders in Q3 2025. Subject to approvals, the transaction is anticipated to be completed in Q4 2025.

Market Reaction

Smartpay’s ASX-listed shares rose 9.53% to AUD 1.03 in morning trade on 23 June 2025 following news of the transaction.

About Shift4

Shift4 Payments, LLC, a subsidiary of Shift Payments, Inc., is a global provider of integrated payments and commerce technology solutions. Operating in over 45 countries, Shift4 processes more than US$260 billion in annual transactions across a broad range of sectors and supports over 200,000 clients with access to more than 100 payment methods.