• Scheme Implementation Agreement for Shift4 Payments, LLC to acquire all Smartpay Holdings Ltd shares
• Consideration of NZ$1.20 per share, representing Bidder's best and final price
• Scheme subject to various conditions including OIO approval, shareholder and court approval

Smartpay Holdings Limited (Target) and Shift4 Payments, LLC (Bidder) have entered into a Scheme Implementation Agreement for Bidder or its wholly-owned subsidiary (Bidder Nominee) to acquire all of the shares in Target by way of a scheme of arrangement. The consideration under the Scheme is NZ$1.20 per share, which Bidder states represents its best and final price in the absence of a Competing Proposal. The Scheme is subject to various conditions including obtaining Overseas Investment Office (OIO) approval, an independent expert's report concluding the consideration is within or above the valuation range, shareholder approval, and court approval. The parties have agreed to use reasonable endeavours to implement the Scheme in accordance with the agreed timetable, subject to certain exceptions. Bidder may elect for a wholly-owned subsidiary to acquire the shares instead of Bidder. The agreement also includes provisions relating to the conduct of business, access to information, exclusivity, and termination rights.