Stargroup Limited signed a non-binding memorandum of understanding to acquire iCash Payment Systems Limited (ASX:ICP) in a reverse merger transaction in stock on November 21, 2014. As on December 24, 2014, Stargroup Limited signed legally binding heads of agreement to acquire stargroup limited. iCash Payment Systems Limited will issue 91.67 million shares as consideration. As part of the transaction, iCash intends to change its name to Stargroup Limited and its ASX code to STL. Former Chief Executive Officer and Managing Director of Ezeatm Limited, Todd Zani will become the Chief Executive Officer and Chairman of iCash Payment Systems. Former Ezeatm Limited Director, Zaffer Soemya will be appointed as a Non-Executive Director and current Stargroup Managing Director, Shaun Sutton will be appointed as an Executive Director. Sungki Lee will remain as a Non-Executive Director and iCash Payment Systems' Company Secretary and Steave Ham will remain as an Executive Director. iCash will procure the resignation of current Board members, Jong Ho (Jay) Kim and Ghi Jin Kim.

The transaction would be subject to mutual due diligence, approval of shareholders of iCash Payment Systems Limited and the execution of legally binding acquisition documents. The transaction is expected to be completed in February 2015. As of December 29, 2014, the transaction is expected to be completed in March 2015. A notice of meeting to approve the transaction will be dispatched by February 19, 2015 and a meeting of shareholders will be held on March 24, 2015. As on April 17, 2015 iCash announced that preparations for the acquisition is on-going at an advanced stage, with the delay largely due to the time it has taken to document the transaction and an update for indicative timetable is expected to be released in coming weeks.

As on June 15, 2015, Stargroup Limited and iCash Payment Systems Limited have completed their due diligence and signed a share purchase agreement. Stargroup has completed its pre-acquisition placement of AUD 3 million oversubscribed and NeoICP has committed to a placement of AUD 0.5 million worth of iCash shares. Under the agreement, iCash will issue its 157.15 million shares to Stargroup shareholders.

iCash Payment Systems Limited will issue further performance shares to Stargroup's nominated key management personnel and NeoICP, which over time of achievement of specified targets, convert to iCash shares, 2.5 million shares on deployment of 250 ATMs and AUD 2.5 million annualized revenue achieved by ICP by December 31, 2016, 2.5 million shares on deployment of 500 ATMs and AUD 5 million annualized revenue achieved by June 30, 2017, 2.5 million shares on deployment of 750 ATMs and AUD 10 million annualized EBITDA by June 30, 2018, and 2.5 million shares on deployment of 1,000 ATMs and AUD 15 million annualized earnings before interest, taxes, depreciation and amortization by June 30, 2019.

The meeting of the shareholders of iCash will be held on July 29, 2015. The Board of Directors of iCash recommended its shareholders to vote in favor of transaction. The transaction was approved by the 98% of shareholders of iCash Payment Systems Limited on July 30, 2015. The transaction is expected to be completed by late July 2015. Stantons International Securities Pty Ltd acted as financial advisor for iCash. Computershare Investor Services Pty Limited acted as registrar for iCash. Matt Birney of Birney Corporate acted as public relations advisor for iCash.