Fintech startup MC Payment to acquire iFashion Group, proceed with reverse takeover plans

Tech In Asia on 3 May 2018

Veteran fintech startup MC Payment announced that it will fully acquire iFashion Group, an online fashion and lifestyle retailer in Singapore.

MC Payment already owns 51 percent of iFashion and will buy the rest of the firm, according to documents filed with the Singapore Exchange (SGX). The value of the additional stake is equivalent to two times the audited consolidated revenue of the iFashion Group for 2017 and could reach as high as US$18.7 million.

There will be no major changes in management as a result, the companies say.

Before getting acquired itself, the lifestyle platform had been growing via acquisitions, snapping up fashion and ecommerce labels in Southeast Asia, including Dressabelle, Megafash, and Invade. iFashion said last year that it planned to go public by the end of 2017, likely in Australia or Europe.

“Ultimately, ecommerce is a fast-moving landscape and the demand for cashless payments and efficient purchase processes is picking up at an incredible pace,” says Jeremy Khoo, CEO of the iFashion Group. The planned IPO was meant to help the company grow quickly and capture more of the market, but this way it can count on MC Payment’s technological support to expand its business.

The documents state that the acquisition will “allow [MC Payment] to offer payment solutions to the diverse range of retail businesses within the iFashion Group.”

The two companies worked together before. MC Payment partnered with iFashion last year for the launch of a US$2.5 million offering of its MegaX token. The cryptocoin was meant to be used as a cashless payment method across the group’s cluster of retailers. The Group is now developing a digital wallet to spread the use of the coin at its offline events, and boost its data analytics capabilities to analyze merchants’ understanding of their customers.

MC Payment CEO Anthony Koh tells Tech in Asia the acquisition will give the fintech company more avenues to “provide a wider range of online-to-offline solutions,” making the most of iFashion’s reach. The group claims its retail network covers “over 1,400 independent brands,” including retailers, ecommerce portals, events spaces, and more.

Having developed a number of payment products, MC Payment submitted a plan for a cashless payments protocol for Singapore last year, when Prime Minister Lee Hsien Loong put out a call for proposals.

MC Payment’s proposal for a payments system in hawker centers, in collaboration with iFashion-owned Artbox, came on the heels of Razer’s response to the prime minister’s call. The Razer proposal recently developed into a partnership with telco Singtel.

The payments startup also partnered with restaurant operator Sakae Holdings to develop a blockchain product and launch Bitecoin, an Ethereum-based token for transactions in the food and beverage industry.

Going public on SGX
At the same time, MC Payment and SGX Catalist-listed Artivision Technologies have agreed to go forward with a deal first announced late last year, where MC Payment will acquire the latter – a move that will result in a reverse takeover.

In a reverse takeover, a company goes public on the stock market by having an already-listed firm that’s usually in decline buy up all of its share capital.

The Artivision-MC Payment deal was initially pegged at US$59 million, but the consideration might go up by US$15 million, pending a new fundraise of up to US$9 million by MC Payment. The conditional agreement is subject to shareholder approval.

The entire deal consideration, including MC Payment’s acquisition of iFashion, will total around US$93 million and will be paid through the issuance of 446,428,570 shares at a price of US$0.21 per share.

“The reverse takeover will provide a good platform for us to raise further funding should we require it in the future,” MC Payment’s Koh says. “It is extremely meaningful in providing us greater access to the broader investor community and in raising our profile.”

The company hopes to take advantage of the regional trend in developing borderless transactions, having established a presence throughout Southeast Asia and in Australia and China. “We see a burgeoning need for a bridge that transcends countries, industries, sales channels, and currencies, be it digital or traditional,” he adds.

MC Payment is the second fintech startup to attempt a listing through reverse takeover on SGX. Fintech group Ayondo, which offers social trading and brokerage services, planned to list through a US$118 million acquisition by developer Starland Holdings, but the deal fell through.

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