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Highlights

  • Smartpay signs exclusivity agreement with unnamed buyer until June 9.

  • Tyro Payments exits after being sidelined ahead of due diligence completion.

  • Revised proposal values Smartpay at $1.20 per share in cash.

Smartpay Holdings (NZX:SPY), a leading Eftpos terminal provider operating across Australia and New Zealand, has entered exclusive takeover discussions with an unnamed international bidder, sidelining other contenders including Sydney-based Tyro Payments (ASX:TYR).

The exclusivity arrangement, which began in early May, will run until June 9, during which Smartpay has agreed not to engage with any competing proposals before May 25. However, from May 26 to June 9, the company retains the option to consider any potentially superior offers that may emerge.

The move follows a revised conditional, non-binding indicative proposal from the unnamed bidder, first dubbed “the other party” in Smartpay’s March update. The latest offer, received on 25 April, proposes $1.20 per share in cash, subject to conditions including exclusivity, due diligence, and the signing of a scheme implementation agreement.

Smartpay’s board has determined that entering exclusive discussions with this bidder is in shareholders’ best interests, with the goal of negotiating a binding transaction. However, the company has cautioned that no certainty exists regarding a final deal being reached.

As a result of Smartpay’s decision, Tyro Payments has officially withdrawn from the bidding process. In a statement to shareholders, Tyro expressed disappointment, noting that it had been actively conducting due diligence and preparing to update its cash and scrip merger proposal when it was notified of Smartpay’s exclusivity agreement with another party — prior to completing the agreed due diligence phase.

“Tyro confirms it is no longer participating in an acquisition process with Smartpay,” the company said in its announcement.

Smartpay previously confirmed it had been in talks with both Tyro and the unnamed international bidder since March 17, evaluating the comparative merits of each offer.

The latest development comes on the heels of Smartpay’s strategic expansion in New Zealand, including its 2024 acquisition of over 5,000 terminals from defunct competitor Technology Holdings for $3.9 million. That acquisition increased Smartpay’s local footprint by about 20%, bringing its total supported terminals across Australia and New Zealand to approximately 55,000.