SINGAPORE (May 3): Artivision Technologies has executed a conditional sale and purchase agreement to acquire a 100% stake in e-payment solutions provider Mobile Credit Payment for a total consideration of up to $125 million.

If completed, the proposed acquisition will result in a Reverse Takeover (RTO) of Artivision.

See: Artivision Technologies in reverse takeover of e-payment solutions provider for at least $80 mil

In conjunction with the proposed acquisition, Artivision proposes to consolidate all its shares on a basis of every 20 existing shares into one consolidated share based on its Apr 26 closing price of 1.4 cents.

The acquisition will be satisfied via the allotment and issuance of up to 446,428,570 new consolidated shares at a post-share consolidation issue price of 28 cents each.

On top of the initial consideration of up to $80 million for the purchase of MC Payment, the total consideration now includes an additional consideration of $20 million and another $25 million for the acquisition of iFashion Group.

The additional consideration is for the purchase of bonds that under certain fund-raising activities that MC Payment is currently conducting.

MC Payment had also entered into an agreement on Apr 4, 2018, to acquire iFashion, a lifestyle and fashion e-commerce platform.

Artivision says it has agreed to satisfy the additional consideration and iFashion consideration to ensure that it will acquire 100% of MC Payment.

To reduce the outstanding debt of Artivision and possible dilution to the vendors following the acquisition, Oxley Holdings executive chairman and chief executive officer Ching Chiat Kwong, a controlling shareholder of Artivision, has agreed to acquire all of the company’s outstanding convertible bonds and options.

Artivision will issue 100 million new consolidated shares to Ching at 0.5 cent each on a pre-proposed share consolidation basis, or 10 cents for each settlement share on a post-proposed share consolidation basis, for a total of $10.0 million.

Immediately upon completion of the acquisition, Ching will hold 18.7% of the enlarged stake of Artivision. He currently holds some 395.1 million shares, or 22.0%, of Artivision.

“As a major shareholder and a veteran in business development, I am enthusiastic on my role in providing strategic guidance to navigate the company towards its next level of development,” says Ching.

“We are glad to embark on new path which will allow our shareholders to participate in a fintech business with expansive potential. MC Payment is one of the earliest fintech firms in Singapore and the move towards cashless payments in Singapore and the region presents prospects for significant long-term growth,” says Kenneth Goh, executive director and chief executive officer of Artivision.

“The proposed RTO is extremely meaningful in providing us greater access to the broader investor community, and in raising our profile and our propensity to achieve greater heights in our next phase of growth,” says Anthony Koh, founder and chief executive officer of MC Payment.