Let’s hope it does actually does happen then …..sooner the better
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R u a holder ? Or just a well wisher mate ?
From IP transfer move also it seems sale will happen ...from SP not crashing even after pretty ordinary next year guidance also it seems something surely going on..
Everyday big crossovers happening on both exchanges also shows some big buyer interest .
Overall I think good chance of sale ...but maybe still few weeks for us to know offer price
Craig’s latest note
Keep the faith
PPH delivers FY22 result in line with guidance
Reuters Bloomberg
PPH.NZ PPH NZ
Ticker
PPH
Exchange
NZC
1.30 1.76
Pushpay delivered FY22 underlying EBITDAF of US$62.3m, up 7% on pcp and in the middle of the range provided at its trading update in March, on gross revenue of US$202.8m, up 12% YoY and 3% ahead of consensus although 1% below CIPe. Revenue growth was evenly split between organic growth (+6.5%), largely driven by up-sell, and the acquisition of streaming service Resi Media. Operating cashflow was impressive at US$61.5m.
Revenue guidance in line with expectations
PPH’s FY23 guidance for revenue to grow 10-15% YoY is (at the mid-point) bang in-line with CIPe and consensus, and we believe is achievable. PPH expects growth to be underpinned by steady growth from the core donor management product to the Protestant segment, a cUS$2m YoY increase in revenue from the Catholic segment (off a very low base), and revenue from Resi Media to double (from a full period of ownership and c20% like-for-like organic growth). We believe guidance is achievable, and note in particular the good momentum Pushpay has in the Catholic segment, where it is now an approved software vendor to 45 of the 176 diocese in the US.
Operating margin guidance soft, recovery from FY24?
One of the key uncertainties ahead of the result was the track for margins, and guidance for underlying EBITDA margins to fall c5% to c26% in FY23, from a combination of headcount growth and wage inflation in the tech sector, is well below prior expectations. While this had been directionally signalled at the investor day last September, until now PPH has not been clear as to exactly how low margins would go in the near term. PPH however did indicate that it expects margins to improve from FY24 as Resi Media and the Catholic segment start to generate positive margin.
Maintain Overweight, raise price target to $1.76 (+17%)
Post result we have lifted our revenue estimates from FY24 onwards to better reflect the growth track for Resi, while easing back operating margin estimates, but this is more than offset by a lower tax rate (from transfer of IP to the US, which can then be amortized and create a tax shield) and the fall in the NZ$ vs US$, and overall our TP lifts 17% to $1.76. PPH did not make additional comments on the potential takeover that was first flagged April 26; on p7-8 we discuss that prior transactions suggests a takeover price of $1.80+ per share (+38% from last trade). Keep the faith. Remain Overweight
Why was the IP transfer not done years ago given the $7m savings. One could take from that given the recent takeover interest, that it’s been done at the request of a potential suitor. Ready for delisting from NZX and to where who would no.
Craig’s think $1.80 plus…..
Further from Cip
A takeover could unlock value
On 26 April, PushPay indicated it had received conditional, non-binding expressions of interest from multiple third parties looking to acquire the company. We emphasize there can be no certainty that a transaction will occur, and as a result our analysis of the potential value of PPH to an acquiror is speculative.
That said, we think there is strong strategic merit in a takeover by a US-based PE fund:
We see PPH as being in the sweet spot for US Private Equity in terms of size, valuation, cash generation and geographic focus, and all in a sector where M&A activity has been frequent. Some PE-players with existing exposure to the US faith sector may be able to realise substantial synergies from an acquisition of Pushpay including by leveraging its low cost back end payments network (just as Pushpay has been able to realise material synergies from its acquisition of CCB), migrating existing customers from sun-set products onto Pushpay's next gen platform, or generating sales and marketing efficiencies.
Pushpay is generating prodigious cashflows, with US$61.5m in operating cash flow in FY22, a free cash yield of c6.3% on current market cap, allowing PE acquirers to substantially debt-fund the acquisition and boost return on equity invested.
Pushpay is the dominant payments provider for large Churches, and customers are sticky (90%+ retention rate). This stickiness means it is cheaper to buy than build in most instances (as Pushpay itself has found in the last few years).
Pushpay today is already in essence a US business – 99% of revenues are generated in the US and its corporate headquarters is based in Seattle, with only a back office in Auckland. In 2021 Pushpay appointed a US-based CEO and plans to appoint a US-based CFO, which when complete will see all senior executives based in the US. Pushpay’s existing register is already nearly half US based including major shareholder Sixth Street (with 17%). Pushpay's core IP and tax domicile will also move to the US shortly. Clearly, Pushpay has been positioned to migrate to the US at some point in time. The only questions have been exactly how and when.
We also think a fair offer at the current point in time would be advantageous for public market investors, given:
A takeover where PPH is delisted from the NZX, would be a relatively clean transaction relative to the alternative route for PPH to migrate to the Nasdaq (that is, a capital raising via the Nasdaq concurrent with a move of primary listing, whereby liquidity slowly moves to that exchange, but with some risk the stock would become stuck between two markets).
Following the general rout in tech shares, especially payments, there are good places to reinvest the cash within the sector at present at reasonable valuations
When can we expect to hear about TO offers from company ? Just wondering how much time they will need to let markets know some substantial information ?
2-4 weeks ??
yes that's probably what it is happening. But they should still be giving an update, even if not giving the indicative price, but on the process and timetable.
I'm guess but from the time an offer is received I'd say the Board will spend 2-3 weeks figuring out how to respond. First they have to go appoint an advisor - that takes up to fortnight. The adviser needs to do some initial valuation work to give to the board so they can decide if and how they want to engage. That's ~2-3 weeks. Probably underway or nearly done by now.
Then if the company decides to engage has to spend a few weeks populating the dataroom. That's probably happening now or started after initially appointment goldman sachs.
Then the bidders have 3-4 weeks to do due diligence, and a week to firm up final offer, chisel or walk away.
PPH then has to get an independent report - couple weeks. Then the whole scheme of arrangement or takeover process.
Then OIO
these things drag.
https://www.nzx.com/announcements/392577
Time for the offer price to be revealed ...
My guess is $ 1.85 !!
I think there's a few dreamers here and fair enough. PPH were around $1.00 when they disclosed approaches had been made and haven't traded above $1.40 despite the market knowing a transaction was better than 50/50 although some enthusiasm no doubt cooled by the recent tech meltdown overall.
My guess is the deal gets down in the $1.50-$1.60 range but GLTAH and if you get $2.00 then happy days!
BGH are locking up Sixth Street Partners, the largest shareholder in PPH and have close to a defacto blocking stake in the company.
Sixth Street built up their position over the last year or so at prices much higher than todays price and would be unlikely to realise their position at a loss or breakeven given their conviction in the company.
So getting them to roll their equity into the takeover the only realistic way of achieving a takeover. And probably signals to me that the price wont be sky high as if it were they would have taken the dosh.
Very similar to what is happening on the ASX with infomedia (car parts saas) which I am a holder in - TA associates locked up the big shareholder there. I thought TA could have been the PE behind PPH as they like financial services and are active in NZ (they are the 2nd largest shareholder in Fisherfunds).
BGH are big dogs. Look forward to seeing the price and process.
Good questions - I dunno the answer
I’m guessing by entering into the co operation agreement sixth street and BGH are now bound at the hip and had to file the SSH asap. All the other process updates may not have been ready for release yet but the SSHs need to get filed as soon as possible. And they are inthemselves price sensitive. So a trading halt to give time for whatever is happening in the background to be finished and put into a release.
Could be today or tomorrow but am totally guessing
Another shame for the NZX
I agree - particularly after PPH had been bid up strongly and they (or rather people around it) scored some own goals and that killed sentiment. Too harshly in my view per below
A big issue is Kiwis are unforgiving of mistakes and risk taking in entrepreneurialism. We love a good success story but business is rarely linear and we tend to cut down those who take a step back after taking two forward. A bit of tall poppy mixed with a strong sense of ‘fool me twice’ suspicion.
Anyway its a shame to see so many businesses leaving and bypassing the NZX, and entrepreneurs leaving the country.
I guess its natural that when you get big its often by growing outside of NZ and it makes sense to some to list it closer to the home market.
But that hasnt hurt mainfreight and fph by staying.
We need stronger and deeper capital markets no doubt.
CONFIDENTIAL Request for trading halt:
Pushpay Holdings Limited NZX Code: PPH; ASX Code: PPH
PPH requests a trading halt to be applied to its securities under ASX Listing Rule 17.1 and NZX Listing Rule 9.9.1(a) and sets out below details of the request as per the rules of each of ASX and NZX.
We would like the ASX trading halt to commence from the commencement of trading on 24 May 2022. We would like the current NZX trading halt to remain in place.
Reasons for trading halt: On 26 April 2022, PPH announced the following to ASX and NZX: “Pushpay Holdings Limited advises it has recently received unsolicited, non-binding and conditional expressions of interest or approaches from third parties looking to acquire the Company.
The Board has appointed Goldman Sachs to assist as financial advisor.
There is no certainty that these expressions of interest or approaches will result in any transaction.”
This morning, before market open, associated interests of BGH Capital and Sixth Street released substantial product holder notices to NZX under which those parties disclosed an aggregate relevant interest in PPH shares of 20.343% as a result of an agreement between them under which they have agreed to co-operate in respect of a potential acquisition of PPH.
The request for the trading halt is to provide PPH with sufficient time to review the co-operation agreement and prepare an appropriate update to the market.
How long we want the trading halt to last: PPH requests that the trading halt remain in place until PPH releases an announcement in response to the BGH Capital/Sixth Street co-operation agreement.
The event we expect to happen that will end the trading halt: Release of the above announcement.
Other information necessary to inform the market about the trading halt or that ASX or NZX have requested: N/A
Information to include in any market memorandum relating to the halt: The trading halt has been requested pending release of a material announcement.
We confirm that we are not aware of any reason why the trading halt should not be granted.
Yours sincerely, **rielle Wilson Investor Relations Pushpay Holdings Limited
https://www.nzherald.co.nz/business/...USWNLSOYHFI4CU
" BGH's investment vehicle, Oceania Trust, and Sixth Street's entities together own 20.3 per cent of Pushpay. New Zealand law generally prevents groups from building a stake above the 20 per cent threshold without making a takeover bid."
Seems like a bidding war possible with ... " Multiple Parties " ....Halt lifted
It's surprising all the wealthy churchies didn't want to sure up ownership of their ATM Cash Machine
Perhaps between them they didn't all see the same vision down the line on how communal
ownership may work out ? ;)
It might have required adding a fair few chapters in a new book ;)
Very pleased to read this today. Like the “multiple parties” bit. Will be interesting to see where this ends up. Could be a lot better than the $1.80 that has been talked about. Shame to loose another company from the NZX though.
Will BGH group make an open offer announcement to exchanges ?
As per NZ rules any group acquiring over 20% stake ...need make takeover offer ...read in media reports .
what the price you sell at ? ill take 1.70
Gotta be at least close to $2 mark or more depending on who wants it badly.
NBR lead article about PPH and ensuing ASM on Thu where we should hopefully know more about these multiple offers or before.
From that SSH today , looks like ACC has made a real mess of their trading ......( or did they originally purchase them a lot lower ?)
Todays the day….. or is it.
Big volume day on NZX, more than 5mln shares traded so far with couple of big lot crossings. Are we getting close to an announcement soon by the suitors?
Some progress on the Catholic sector in the US:
https://www.nzx.com/announcements/394995
130 10,000,000 12:30 SP
That's a whopper of a crossing..
Jarden analysis of NZ tech companies published today. Says Overweight PPH and VGL. (Neutral ERD and Gentrack, Underweight SKO)
Another week flew past and nada from the suitors, wonder what detail they're looking through that's taking them so much time since that announcement by the company back in May.
Very quiet on this front still.......
More large volume crossings while we await the news from those multiple suitors, hmmm...
Hmmm its been quite a while now waiting for news on this take over thing..
The Bear isn't the most patient creature in the woods..
Wish they would hurry up..;)
best not push things that take a very long time to occur :)
Maybe Mediaworks are looking at having PP look after their subscriptions
after SKT was forced by unpopular vibes from every direction to walk away ? :)
Might be pay for a play with the wee hours for free as a signing bonus ..
Actually I didn't think it was too bad for a totally sober posting.
None of that sort of mind changing crap at the height I'm looking down from ..
Let's face it .. PPH holders would probably have had to be quite brave for the past years' journey
and ups and downs, with probably a few in store yet to come :)
Been quite a few easy multibagger opportunities elsewhere while the PPH saga has
dragged itself up and down the path like a lost sheep :)
Bit of mini break out by the looks, hopefully followed by some news around corporate activity sooner than later.
I suspect that PPH and the potential acquirers couldn't agree on a price. Why would the directors of PPH accept, say a 30% premium as being in the best interests of shareholders when they can see the growth the Catholic opportunity is likely to bring.
They're getting organic growth, cross-selling, able to fund development and any future acquisitions (depending on size) . Not a lot missing, except recent growth has been disappointing.
The Australian reporting there is increasing speculation the buyout is close to collapsing, centred on bidders returning with lower bids than the Board would like
Given the incredible lack of updates out of the company I reckon probably spot on
Nobody reading between the lines when PPH says we are doing continuous disclosure properly in response to media story
Might be below $1 soon
what's your between the line reading w69?
All that I can read from PPH's announcement is that is: talks aren't over (yet)
I wonder if the Australian dataroom article was prompted by KKR abandoning one of their big bids in aussie yesterday, which got some journalist thinking hmmm PPH has gone on for a long time, why don't I link the two. Or they may have been privy to some gossip from "sources", none of which were alluded to in the story. The former is a logical extension to bridge, but that has been the status quo for some time.
If after disclosing to the market that multiple parties had made NBIOs to acquire PPH and had been invited into conduct due diligence, then all the bidders/offers fell away, it would be par for course to disclose that to the market to retain continuous disclosure. If all the bidders fell away, and PPH just went about its business without disclosing anything, in my view, they wouldn't be in compliance w/ continuous disclosure (though I am certainly no lawyer). Moreover, it the talks were completely over, I would have thought it would need to be reflected in updated substantial shareholder notices from Sixth Street Partners & one of the bidders (BGH), as they had previously entered into a co-operation agreement giving rise to them to issue joint SSH notices.
That said given the sheer length of time in between updates, and the australian article, suggests that its not a smooth process and is under threat of not completing. re the article, often where there is smoke, there is fire.
just random ponderings...& certainly not advice...
contrary to what some others thought ( not me ) was your dumb statement it looks like your thinking is in the pipeline long term according to todays statement
“This first of its kind collaboration represents a significant early milestone as we continue to execute towards our longer-term growth strategy to expand our offering into public service organisations to help them strengthen their communities and connections.
https://www.nzx.com/announcements/400061
something happening ? price up big today against the grain
guess t/o now is 20% cheaper in kiwi dollars now
looks like a new bid been in according to afr
BGH Capital circles back to Pushpay
https://www.afr.com/street-talk/bgh-...0221010-p5bol3
Halted ...now U will know ....NZX is really dumb !!!
according afr
bgh have set up takeover companies in nz last few days may be to do with pph ?
https://www.afr.com/street-talk/bgh-...0221019-p5bqzm
Trading halt in place, it was just a matter of time. I await with interest what the t/o offer is..........happy to continue holding as they are gaining some traction in other sectors:
https://www.nzx.com/announcements/401345
asx announcement says pending release of a material announcement
Reasons for trading halt: Pending release of a material announcement by PPH.
How long we want the trading halt to last: PPH requests that the trading halt remain in place until closeof trading on 28 October 2022 or, if earlier, PPH releases a material announcement.
The event we expect to happen that will end the trading halt: Close of trading or release of the aboveannouncement.
We will probably see an announcement from the company this arvo...
$1.18 for sure! 😱😂
So $1.34 it seems
Doesn't seem much of an offer does it ....suppose many disappointed holders
Pretty sneaky putting a profit downgrade out as well .....fool us into thinking $1.34 is a good deal
Hopefully other so called suitors might start their bidding war now. Very poor outcome for shareholders, looks like Board have have given up on the company.
Embarrassing offer, compared with the SP high of $2.42 in June 2020. A measly % over current SP. Directors should be taking a deep breath if they think this is the best thing for shareholders. Downgrade as well, sneaky.
Well ~16.7x EV/EBITDA doesn't seem a terrible mutiple for a business that doesn't seem to be growing at present. Looking backwards at where it was trading when all the similar crapco's were inflated probably isn't the best comparison. Perhaps you could ask the question "where would this be trading without the takeover on the table", which I imagine would be well under $.90
Probably a decent chance this goes through despite some undoubted vocal protest. Might get a token bump of a few cents or up to $1.40 to keep everyone happy.
your probably right inflated valuations of before are not a comparison to today.
i was hoping for 1.40 .
maybe another bidder will appear but who knows supposedly there were multiple other parties who have either offered lower bids or no bids and since the current bidders control 20% anyone who does bid would only be able to probably go for a over 50% control bid and hope the current bidders bale one day.
guess major s/h will decide the outcome now
big volumes today insto's averaging down ?
https://businessdesk.co.nz/article/m...the-white-flag
I don't have access to full story sorry.
Some fund managers "...don't believe reflects the long-term value of the company".
see herald article saying analyst's not ruling out other bid's
Is it game over for Pushpay after $1.5b bid?
https://www.nzherald.co.nz/business/...7Z2QZ2X4SGXUA/