Smartpay’s Deal Exclusivity Raises Stakes Amid Uncertain Acquisition Outcome

Background and Proposal Landscape

Smartpay Holdings Limited (ASX: SMP, NZX: SPY), a key player in payment solutions across Australia and New Zealand, has updated the market on its ongoing discussions regarding a potential control transaction. Following an initial announcement in mid-March 2025, the company has been evaluating multiple conditional, non-binding indicative proposals from international strategic parties, including Tyro Payments Limited and others.

These proposals aim to acquire 100% of Smartpay’s issued ordinary shares, signaling significant interest in consolidating the payment services sector. The competitive landscape has intensified with a third international strategic party entering the fray, submitting a conditional proposal subject to exclusivity and due diligence.

Exclusivity Agreement and Revised Offer

On 25 April 2025, Smartpay received a revised indicative proposal from one of the international strategic parties (referred to as the Other Party) to acquire all shares at NZ$1.20 per share (approximately A$1.12), payable entirely in cash. After thorough consideration, the Smartpay Board resolved that entering into an exclusivity agreement with this Other Party would best serve shareholder interests by allowing focused negotiations.

The exclusivity agreement, effective from 2 May 2025 until 9 June 2025, restricts Smartpay from engaging with competing proposals until 25 May. After this date, the company may entertain potentially superior offers, preserving some flexibility. This phased exclusivity reflects a balance between commitment and openness to better opportunities.

Implications and Uncertainties

While the revised proposal offers a clear valuation benchmark, Smartpay cautions that the exclusivity agreement does not guarantee a binding transaction or scheme implementation agreement will be executed. The process remains conditional on satisfactory due diligence and final agreement on transaction terms.

For shareholders, this means no immediate action is required, but the unfolding developments could materially impact Smartpay’s valuation and ownership structure. The Board’s decision to pursue exclusivity suggests confidence in the revised offer’s merits, yet the door remains open for superior bids, underscoring the dynamic nature of this potential deal.

Looking Ahead

Smartpay has committed to keeping the market informed through continuous disclosure, ensuring transparency as negotiations progress. Investors will be watching closely for any binding agreements or competing proposals that could reshape the company’s future.