SYDNEY: Smartpay Holdings Ltd. said Monday it has entered into a scheme implementation agreement to be acquired by U.S.-based Shift4 Payments, LLC for NZ$1.20 per share in cash, valuing the New Zealand payment provider at approximately NZ$296.4 million.
The deal, to be executed via a court-approved scheme of arrangement under Part 15 of New Zealand’s Companies Act 1993, represents a 46.5% premium to Smartpay’s 90-day volume-weighted average price through June 20. The implied enterprise value of the transaction stands at NZ$305.8 million.
Smartpay’s board unanimously recommended the offer—deemed Shift4’s “best and final” price—in the absence of a superior proposal and subject to the scheme price falling within or above the range set by an Independent Adviser’s Report.
The acquisition is pending shareholder approval at a special meeting expected in the third quarter, along with High Court clearance and consent under the Overseas Investment Act 2005. The deal is not subject to financing conditions.
“As a result of a competitive and well-considered process, the board concluded the scheme offers the most compelling, risk-adjusted value for shareholders,” Smartpay Chair Gregor Barclay said.
Substantial shareholder Microequities Asset Management, which controls approximately 13.3% of Smartpay’s shares, has pledged to vote in favor of the transaction, subject to the same conditions.
Shift4, a New York Stock Exchange-listed firm processing over US$260 billion annually, aims to leverage Smartpay’s merchant base in Australia and New Zealand to expand its global footprint in commerce and integrated payments.
The scheme is expected to close in the fourth quarter of 2025, provided all regulatory and shareholder approvals are secured.