McPayment Pte Ltd entered into a non-binding heads of agreement to acquire Artivision Technologies Ltd. (Catalist:5NK) in a reverse merger transaction on October 31, 2017. A definitive agreement will be signed before the expiration of the exclusivity period, being January 31, 2018. As of January 31, 2018, a definitive agreement will be signed before the expiration of the exclusivity period which got extended to April 30, 2018. On April 27, 2018, McPayment Pte Ltd entered into a definitive agreement to acquire Artivision Technologies Ltd. from Ching Chiat Kwong and others in a reverse merger transaction. As consideration, 446.43 million new consolidated shares of Artivision Technologies Ltd. will be issued. The consideration comprises of an initial consideration of SGD 80 million. An additional consideration equivalent to the amount raised by McPayment Pte Ltd pursuant to its own fund-raising activities will be offered. Artivision Technologies Ltd. will also pay the consideration payable by McPayment Pte Ltd for acquisition of Fashion Group Pte. Ltd. agreed on April 4, 2018. McPayment Pte Ltd also intends to enter into discussions with the holders of its Series C Bonds to redeem the Series C Bonds and/or convert the Series C Bonds into shares in McPayment Pte Ltd. Ching Chiat Kwong will acquire all of Artivision Technologies Ltd.'s outstanding convertible bonds and options and will enter into an agreement with Artivision Technologies Ltd. for the redemption of all of the bonds, in consideration of Artivision Technologies Ltd.'s issuance and allotment to Ching Chiat Kwong of 100 million new consolidated shares. The number of consideration shares to be issued in satisfaction of the base consideration shall constitute no less than 60.07% of the enlarged share capital of Artivision Technologies Ltd. immediately after the completion of the proposed share consolidation, the proposed settlement arrangements and the proposed acquisition. Artivision Technologies Ltd. proposes to undertake a consolidation of all its shares on the basis of every 20 existing shares into one consolidated share. In event of termination of transaction, no termination fees is payable.

On September 11, 2019, McPayment Pte Ltd entered into an amended and restated sale and purchase agreement. As the conditions precedent under the agreement were not satisfied, the transaction has been terminated. Accordingly, the total consideration will not include the iFashion consideration which Artivision Technologies Ltd. had earlier agreed to satisfy on behalf of McPayment Pte Ltd in accordance with the original agreement. The base consideration is SGD 80 million and an additional consideration equivalent to the amount raised by McPayment Pte Ltd pursuant to its own fund-raising activities will be offered. Under the terms of the transaction, Artivision Technologies Ltd. shall satisfy the consideration through issuance of 6.2 billion pre consolidated shares to shareholders of McPayment Pte Ltd other than series D shareholders, 2.4 billion pre consolidation shares to holders of series D target shares and series D bonds of McPayment Pte Ltd. Artivision Technologies Ltd. shall also issue 210 million pre consolidation shares to the introducer. Based on the maximum total consideration of SGD 93.3 million, Artivision Technologies Ltd. will issue 8.9 billion pre consolidation shares representing approximately 63.4% stake in Artivision Technologies Ltd. Ching Chiat Kwong will acquire all of Artivision Technologies Ltd.'s outstanding convertible bonds and options and will enter into an agreement with Artivision Technologies Ltd. for the redemption of all of the bonds, in consideration of Artivision Technologies Ltd.'s issuance and allotment to Ching Chiat Kwong of 3.2 billion pre consolidated shares. Artivision Technologies Ltd. will undertake a share consolidation on the basis of such number of existing shares into one consolidated share based on such share consolidation ratio as the McPayment Pte Ltd and Artivision Technologies Ltd. may agree prior to completion.

On completion, resignation of each existing Director and the Chief Executive Officer of Artivision Technologies Ltd. shall be procured. Ching Chiat Kwong will remain a key shareholder in Artivision Technologies Ltd. Post-completion, employee equity incentive schemes of McPayment Pte Ltd shall be terminated and replaced by an incentive scheme to be adopted by Artivision Technologies Ltd. The deal is subject to conditions including approval of the Board, the shareholders and the independent shareholders of Artivision Technologies Ltd., Board of Artivision Technologies Ltd. approving of proposed settlement arrangements, if necessary, in respect of the independent shareholders, to waive their rights to receive a mandatory general offer for all the shares held by such independent shareholders to be made by the vendors and parties acting in concert with the vendors pursuant to Rule 14 of the Code as a result of the allotment and issue of the consideration shares to the vendors, the independent valuation report having been issued to Artivision Technologies Ltd., in a form reasonably satisfactory to Artivision Technologies Ltd., and expressing the value of McPayment Pte Ltd to be equivalent to or more than SGD 80 million, execution of definitive agreements, necessary regulatory approvals, all relevant corporate and shareholder approvals for McPayment Pte Ltd, completion of the proposed share consolidation, issue and allotment of the consideration shares, resignation of existing Directors and the Chief Executive Officer of Artivision Technologies Ltd., appointment of new Directors and new Chief Executive Officer nominated by McPayment Pte Ltd, all applicable third party consents or waivers, completion of the due diligence, Ching Chiat Kwong acquiring all outstanding convertible bonds and options and Artivision Technologies Ltd. continuing to remain listed on Catalist from the date of the amended agreement till completion, listing and quotation notice having been obtained from the SGX-ST for the dealing in, listing of and quotation for the consideration shares on Catalist. The transaction will terminate if the conditions precedent do not get fulfilled/waived by December 31, 2018 ('Long Stop Date'). Under the restated agreement, If the conditions are not satisfied by January 31, 2020, the agreement shall cease. As announced on January 2, 2019, McPayment Pte Ltd, Artivision Technologies Ltd., Ching Chiat Kwong and others are in discussions to execute a supplemental agreement to the definitive agreement to extend the Long Stop Date. As of August 29, 2019, the long stop date has been extended to February 29, 2020. As of January 31, 2020, the long stop date has been extended to September 30, 2020. As of September 25, 2020, the long stop date has been extended to December 31, 2020. On January 22, 2021, Artivision conducted extraordinary general meeting and the shareholders passed the resolution on same day and the transaction was expected to close on February 5, 2021. As on January 25, 2021, the transaction is expected to close on February 18, 2021. The transaction is expected to reduce loss per share of Artivision Technologies Ltd. Robson Lee of Gibson, Dunn & Crutcher LLP acted as a legal advisor to Artivision Technologies Ltd. Alice Ng of ZICO Capital Pte. Ltd. acted as financial advisor to Artivision Technologies Ltd. and will receive 112.2 million pre consolidated shares as fee. Vincent Lim & Associates, Rajah & Tann and Tay & Partners acted as legal advisor and Evolve Capital Asia and RHT Capital Pte. Ltd. Acted as financial advisor to Artivision Technologies in transaction.


McPayment Pte Ltd completed the acquisition of Artivision Technologies Ltd. (Catalist:5NK) in a reverse merger transaction on February 18, 2021. Under the terms, McPayment 157 million consideration shares, 64.5 million settlement shares to Ching, 2.36 million Zico shares to