VeriFone, Inc. cancelled the acquisition of all assets in New Zealand from Smartpay Holdings Limited.
April 29, 2020
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VeriFone, Inc. signed binding agreement to acquire all assets in New Zealand from Smartpay Holdings Limited (NZSE:SPY) for NZD 70 million on November 28, 2019. Smartpay Holdings Limited will retain the assets including Smartpay’s Australian business and assets, Smartpay’s Retail Radio business and assets in Australia and New Zealand and Smartpay’s Alipay and WeChat Pay business and assets in Australia and New Zealand. The transaction is subject to certain conditions including New Zealand Commerce Commission Clearance, Smartpay shareholder approval and assignment of material contracts. As on February 5, 2020, application of acquiring all assets in New Zealand to New Zealand Commerce Commission Clearance has been lodged. The Board of Smartpay unanimously recommends the sale to shareholders for approval and encourages all shareholders to vote in favor of the resolution. On February 11, 2020, the Commission invited interested parties to provide comments on the likely competitive effects of the proposed acquisition and commission is currently scheduled to make a decision on the application by March 30, 2020. However, this date may be extended. On March 27, 2020, New Zealand Commerce Commission needs more time to assess the transaction therefore seeking an extension to the decision date. The process for the assignment of material contracts is underway and is expected to complete before April 30, 2020. As of April 20, 2020, New Zealand Commerce Commission needs more time to assess the proposed transaction therefore seeking an extension to the decision date of May 15, 2020. Smartpay will conduct a Special Meeting of shareholders on April 29, 2020. As of April 20, 2020, Board of Smartpay Holdings declared that April 30, 2020 is not a “drop dead” date requiring agreement to extend. It is simply a date that either party could serve a termination notice if the conditions haven’t been satisfied by that date, subject to the relevant party not being in breach of its obligations to use its reasonable endeavors to satisfy the conditions. As on April 29, 2020, shareholders of Smartpay approved the transaction in special meeting. The proceeds of transaction will be used to capitalize the Australian business for accelerated growth, settle all banking facilities and provide a cash distribution to shareholders. Board of Smartpay intend to distribute NZD 30 million to NZD 40 million of the sale proceeds to shareholder subject to the ongoing requirements of the excluded NZ business and Australian business at the time of completion, mindful of the potential impacts of COVID-19. Remaining balance will be used for repayment of banking facilities and will be retained to fund the Australian business.
VeriFone, Inc. cancelled the acquisition of all assets in New Zealand from Smartpay Holdings Limited (NZSE:SPY) on April 30, 2020. The transaction is terminated as one or more of the conditions to the agreement have not been satisfied by the condition date, being April 30, 2020. The key condition which has not been satisfied is New Zealand Commerce Commission clearance, a decision on which had previously been moved from the original date of March 30, 2020 to the current scheduled date of May 15, 2020.
Smartpay Holdings Limited is an independent full-service electronic funds transfer at point of sale (EFTPOS) provider. The Company designs, develops and implements payment solutions for customers in New Zealand and Australia. The Companyâs principal activity is that of a merchant service provider, facilitating payments and providing technology products, services and software to merchants and retailers in New Zealand and Australia. The EFTPOS terminal service provided to the customer is a bundled service made up of services, such as provision of the hardware, provision of the software and provision of maintenance and repairs. The transactional processing service is a bundled service made up of components, such as provision of transaction processing and provision of support services. In New Zealand, it is a direct connector of EFTPOS terminals to Paymark, the central electronic payment processing platform. Its services over 30,000 merchants with approximately 45,000 secure.