Pushpay has become the subject of a $1.5b takeover bid. Photo / NZ Herald
Pushpay has entered into a deal that will see Sixth Street and BGH Capital pay $1.53 billion for the company, but analysts have not ruled out rival bids landing before shareholders get to vote on the deal early next year.
Sixth Street - a global investment firm - and BGH Capital - an Australia and New Zealand-focused private equity player - are offering $1.34 a share for the company by way of a scheme of arrangement.
Pushpay, which provides digital platforms through which American churchgoers make donations over their mobile phones, first disclosed that there had been expressions of interest in the company in April this year.
Together, entities associated with Sixth Street and BGH Capital already hold 20.34 per cent of Pushpay.
Pushpay said after a "comprehensive process and consideration of its strategic options" the board had assessed the scheme as "providing compelling value for shareholders".
The offer price represented a 30.1 per cent premium to Pushpay's "undisturbed" share price of $1.03 per share on April 22 - just before the company revealed that there had been expressions of interest.
Since then, the ASX All Technology index has declined 12.1 per cent and the NZX50 has declined 6.8 per cent.
Separately, the company said its operating earnings for the current year to March 2023 would be down on previous forecasts.
Salt Funds managing director Matt Goodson said his firm's reaction to the bid was "relatively neutral".
"It's a smaller premium than has been historically normal but markets have clearly been very volatile, the trading update is moderately negative and they had a data-room open for a considerable period," he said.
"The scheme requires a 75 per cent vote to go ahead and this will not be until the first quarter next year, so it will be interesting to see how markets are behaving at that point," Goodson said.
The offer was at a 13 per cent premium to the most recent closing price - near the lower end of Pushpay's historical trading range and the range of multiples from recent comparable transactions, brokers Forsyth Barr said.
"We can't rule out additional interest and higher bids from other potential suitors," Forsyth Barr analyst Andy Bowley said in a research note.
The offer was accompanied by a pre-release of Pushpay's first half 2023 result that "materially missed" consensus expectations and led to a modest 2023 guidance downgrade.
Pushpay said its first half revenue would come to US$103.0 million, up 10 per cent on the prior comparable period, but its underlying ebitdaf would be US$26.8m, down 10 per cent.
The result reflected a higher cost base and investment into future growth, including initiatives relating to the Catholic segment, Pushpay said.
Pushpay has revised its guidance for the year. It now expects underlying ebitdaf to be between US$54m and US$58m, down from a previous range of US$56.0m-US$61.0m.
Chairman Graham Shaw said the deal followed the receipt of various unsolicited, non-binding expressions of interest to acquire the company.
"In considering the options, including the possibility of continuing to implement the company's growth strategy as a publicly listed company, the board adopted a long-term view of the risks and rewards of various alternatives," Shaw said.
"After a thorough assessment, the board believes that the Sixth Street/BGH Consortium scheme proposal currently represents the most compelling value for shareholders.
"Although the board remains confident in the future of Pushpay, the transaction will accelerate a capital return to shareholders and mitigates the risks that would otherwise be involved in delivering the opportunities from executing Pushpay's strategic plan over time," he said.
Forsyth Barr's Bowley said the board's statements suggested that it saw a high degree of uncertainty in Pushpay's growth ambitions.
Pushpay shares, which listed on the NZX in 2014, last traded at $1.27, up 8c or 6.7 per cent.