Smartpay Holdings Limited (ASX/NZX: SMP) has confirmed it has received two separate, conditional, non-binding takeover proposals—one from Tyro Payments Limited (ASX: TYR) and another from an undisclosed international strategic party.
The Offers on the Table
- Tyro’s Proposal: A scheme of arrangement to acquire 100% of Smartpay’s shares for NZ$1.00 per share (approximately A$0.90), with the majority of the consideration in Tyro shares, plus some cash.
- The Other Bidder: Another indicative proposal to acquire 100% of Smartpay, with details yet to be disclosed.
Both proposals are highly conditional, subject to satisfactory due diligence, regulatory approvals, and execution of final agreements.
Next Steps: Due Diligence Begins
To assess the relative merits of each bid, Smartpay’s Board has allowed both Tyro and the other party to conduct a limited, non-exclusive due diligence review. This will enable each bidder to refine and potentially improve their offers.
Additionally, Smartpay will conduct reciprocal due diligence on Tyro, given that the majority of its offer is in Tyro shares.
What This Means for Shareholders
At this stage, there is no certainty that either proposal will result in a binding offer, let alone one that the Smartpay Board would recommend to shareholders. No immediate action is required from shareholders, and Smartpay will provide updates as necessary.
Advisers and Market Outlook
Smartpay has engaged Morgan Stanley as its financial adviser and Bell Gully as its legal adviser to navigate this potential transaction.
For now, the market will be watching closely to see if either bidder sweetens their offer or if other suitors emerge.
