• Tyro Payments proposes to acquire 100% of Smartpay for NZ$1.00 (A$0.90) per share
• Offer includes a mix of Tyro shares and cash
• Smartpay also received a separate proposal from an international strategic buyer

Smartpay Holdings Limited (Smartpay) has confirmed that it has received two separate conditional, non-binding and indicative proposals. One proposal is from Tyro Payments Limited (Tyro) to acquire 100% of the issued ordinary shares of Smartpay by way of scheme of arrangement for a price of NZ$1.00 (approximately A$0.90) per share, comprising a majority of Tyro shares as well as cash consideration. The other proposal is from an international strategic buyer to acquire 100% of the issued ordinary shares of Smartpay. Both proposals are preliminary and highly conditional, including satisfactory completion of due diligence and execution of definitive transaction documentation. Smartpay has decided to allow both Tyro and the other party to conduct an initial limited period of commercial due diligence on a non-exclusive basis to better assess the relative merits of each proposal and give each party an opportunity to further improve their respective proposals. Reciprocal due diligence will also be conducted by Smartpay on Tyro given the majority of the proposed consideration is to be satisfied by the issue of Tyro shares. Smartpay has appointed Morgan Stanley and Bell Gully as financial and legal advisers respectively.