• Shift4 Payments to acquire Smartpay for NZ$1.20 per share
• 46.5% premium to Smartpay's 90-day VWAP
• Scheme subject to shareholder, regulatory, and court approvals

Smartpay Holdings Limited (NZSX:SPY, ASX:SMP) has entered into a Scheme Implementation Agreement with Shift4 Payments, LLC ('Shift4'), or a wholly-owned subsidiary, to acquire all of the shares in Smartpay for NZ$1.20 per share in cash, by means of a scheme of arrangement. The proposed consideration represents a 46.5% premium to Smartpay's 90-day volume weighted average price, an implied equity value of A$274.1 million / NZ$296.4 million, and an acquisition multiple of ~14.2x based on FY25 Normalised EBITDA. The Scheme is subject to the approval of Smartpay shareholders, consent under the New Zealand Overseas Investment Act 2005, approval of the New Zealand High Court, and other customary conditions. Smartpay's Board unanimously recommends that shareholders vote in favour of the Scheme, subject to the Scheme price being within or above the Independent Adviser's valuation range and in the absence of a Superior Proposal. Smartpay's substantial shareholder, Microequities Asset Management, intends to vote its 13.3% stake in favour of the Scheme.