Investors Chronicle 10.11.217 Dec 2021 09:02
The takeover is expected to conclude on 18 January 2021 at which point Afterpay has the right (on change of control) to exercise its call option early to purchase ThinkSmart’s 10 per stake in Clearpay,. The valuation methodology is based on key financial metrics as well as the market capitalisation of Afterpay.
Frankly, it would be irrational for Afterpay not to exercise the call option early as the cost of buying out ThinkSmart can only rise in future given that Clearpay’s growth is likely to accelerate as part of the Square and Afterpay combined business. Importantly, any buy-out of ThinkSmart’s stake will now have to be made in cash.
the 10 per cent stake in Clearpay is held on the Aim minnow’s balance sheet at £125m (117p a share) after applying a 17.5 per cent liquidity discount and a 35 per cent further discount to take account of shares subject to an employee share option plan. Thinksmart’s valuation is more than justified given that in the 2020/21 financial year Clearpay accounted for 35 per cent of Afterpay’s cash profit
ThinkSmart’s fully diluted stake in Clearpay is still worth £151m (142p share) after adding back the 17.5 per cent liquidity discount applied in the June valuation.
ThinkSmart’s legacy finance leasing business continues to generate cash, so much so that the board is returning A$5.6m (about 2.85p a share) of its A$13m (6.5p a share) cash pile to shareholders next month. The company has £2.5m (2.4p a share) of receivables on its balance sheet,
ThinkSmart’s sum-of-the-parts valuation is 151p a share with the valuation risk weighted to the upside. More importantly, Afterpay’s imminent change of control could lead to a major liquidity event to turn ThinkSmart’s valuable holding in Clearpay into cash.