Afterpay Ltd (ASX:APT), a provider of “Buy Now, Pay Later” services, today provided an update on the proposed acquisition by Lanai (AU) 2 Pty Ltd, a wholly owned indirect subsidiary of Square, Inc. (NYSE:SQ), of Afterpay.
Further to the announcement and the release of the scheme booklet on 5 November 2021, Afterpay notes that all the regulatory conditions, including FIRB, OIO, Spanish FDI and ATO have since been satisfied, with the exception of the Bank of Spain condition.
Afterpay and Square are confident that the Bank of Spain condition will ultimately be satisfied. Whilst the statutory deadline for Square’s application for Bank of Spain approval is currently 21 February 2022, at present Square expects that the Bank of Spain condition will be satisfied in mid-January 2022.
In light of this, Afterpay has decided to postpone the Scheme Meeting that was scheduled for 10.00am (AEDT) on Monday, 6 December 2021. Afterpay and Square are in the process of considering options to proceed with a Scheme Meeting before the end of CY21, notwithstanding the fact that the Bank of Spain condition will not likely be satisfied prior to that time. If Afterpay and Square determine that this is not possible, it is likely the Scheme Meeting will be delayed until the new year. Implementation of the Scheme is still anticipated to occur in Q1 CY22.
Afterpay intends to open the Scheme Meeting at 10.00am (AEDT) on Monday, 6 December 2021 and immediately adjourn it to a time and date to be determined.
As previously announced, Square Shareholder Approval was obtained in November 2021.
The Afterpay Directors continue to unanimously recommend that Afterpay shareholders vote in favor of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Afterpay shareholders. Each Afterpay Director intends to vote all of the Afterpay Shares held or controlled by them in favour of the Scheme subject to the same qualifications.