Brass: Acquisition or rescue mission?

[00:00:00] Speaker A: Hello guys. Welcome to the Tech Point Africa podcast. My name is Bolu. On today's podcast, we have a special guest joining us. His name is Owen Dolakbo Oluse. I will allow him to introduce himself so that you know him better. [00:00:12] Speaker B: Yes. Hi, Bolu. Thank you so much for having me on the podcast today. My name is Oyindola Boloshisi. Just like I said. I mean, I like to always say my name first because I think I like the way it sounds. I am a tech lawyer. I lead legal services at Corapi. It's a financial technology pan african financial technology company like the CBN and available in like different african countries. I. Yeah, besides being a lawyer, I also am a passionate teacher people, fintech, law generally. I'm also very interested in politics, especially african. I'm very passionate about how Africa solves its cross border payment issues because that is a big deal in the african commercial commerce states generally or cross border commerce generally. So yeah, I think that's, that's just a little bit about me. [00:01:06] Speaker A: Nice, nice. So on today's podcast, we'll be discussing what is probably the biggest tech story in Nigeria, which is the acquisition of brass by Ecosoutium, led by Peystak, and also at Piggyvest angel investors like Omoye and Olumide Shoyombo. We'll be looking at that acquisition and everything that surrounds it. There's a bit of backstory concerning brass Devad issues in the past and we'll be dissecting all these things with the help of Ohio Lakba. So what did you think? Let's start with how did you feel about the acquisition of brass? [00:01:52] Speaker B: So as somebody who is also actively involved in the startup space in Nigeria, I work a lot with founders. I have always been like a startup lawyer since I started call to the bar. I think that this is an important moment in the startup ecosystem development in Nigeria. Right? Because what you find is. So there are two. So let me first of all answer you. There are two feelings for the founder. I really don't know what the last, the final moments were. So I really can't say if this was a thank God this is done right, thank God we can finally move, or it was a shed. I think I could have figured it out eventually if I had just a little bit more time or maybe a little bit more. I really don't know what exactly it was, but. So that's, so that's as the founder now, but as an ecosystem enthusiast. Okay, you think about it and you are happy that the company did not shut down. So I sort of knew about the woes or let me say, the challenges that brass has been facing. And I was really keen, I was really keen on knowing how it would end for them. So I wanted to know what exactly, where exactly is this pendulum going to land? And I'm happy that eventually they didn't shut down and it was acquired. [00:03:14] Speaker A: All right, so speaking about the wars now, right. I think the walls are where a lot of people's attention are concerning this acquisition. And then it makes me think about the people actually acquiring it. So does this mean that, because if you're acquiring a company, I think from my own, logically, thinking, logically, I'm not a lawyer. Right. I've not done acquisitions before, but just thinking about it, I know that if I had money, I would not want to acquire something that could be a problem for me. Right. But then we know that brass had some problems right before this acquisition. So does it mean that the acquirers were basically on a rescue mission or it made business sense for them to actually do carry out this acquisition? [00:04:05] Speaker B: So let me, let me start by staying. In fact, last year there was a report by naira Metrics that startups that failed in 2023 had raised a total of about $70 million. That meant that dreams of people, are the startups going to have to recalibrate? Have to be recalibrated? That meant that people have to see therapists to. Yes, because when you lose your job. So at the end of the day, if you call it the rescue mission, I think that that would be accurate in a sense. But I think that if you look at the quality of the investors or the quality of the acquirers, you figure that these are people who are deeply rooted in the ecosystem, people who understand how things work. So at the end of the day, it seems like it is a, it is some sort of, it is some sort of silver lining moment, right? Letting us, ushering us into a different era in the ecosystem of companies don't need to fail when they can be acquired, especially when there's a business case for it. So I imagine that, of course, before you acquire. So as being a lawyer now. So let me talk as a lawyer, okay? So when you, before you acquire a company, you have to do your due diligence. So you have to, you have to review the financials, you look at the projections you look at, then you do your legal due diligence as well. So there are different levels. In fact, you also do your, when you are doing your markets and legal due diligence. There's part of it that could also be like market analysis by looking at is there still a market for this thing? Is there a business case for it? Why did they fail? Was it just pure corporate governance issue or was the market rejecting the products? But does there have to be some kind of products revival or revamping or products remodeling entirely? So all of those things will go into your due diligence process because you want to know that, hey, like I always say, I won't invest in your business just because you're my friend, right. Even if I did that, I would be giving you, it won't be a major investment, right? So you are my friend. You are coming to ask me for a hundred thousand dollars. I won't just dash you that just because you're my guy. I say don't worry, I'm going to have to see that I'm going to make, have some kind of returns on the money. And how I do that is to see what exactly. So there was a tweet by, can't remember the guy that said he invested 5000 naira in a girls, I don't know if you guys saw it. [00:06:40] Speaker A: Yes, yes, I saw the tweets. The girl was requesting for a 5000. [00:06:44] Speaker B: Investment, you know, and, and I thought I was really, I thought I was really interested because it, and then he said he was preparing an agreement. You know, I thought that made a lot of sense because it demonstrates that people don't just give you money just for the sake of it. [00:06:58] Speaker A: Yeah. [00:06:58] Speaker B: People want to know that when I give you money I'm going to get my money back and some interest on top of it. Of course, when you're doing equity investments or an acquisition like this, there's no interest. You get dividends if it goes, if it blows up, if it fails. I mean you also. So I'm sure that in the acquirers would have in a way done their DD and they would have seen that there is something here. These are people who are, who have invested in some of like the biggest startups in the country. Like I know, ventures platform, invested in pay stack, in money points. You know, so they are like seasoned investors who understand how these things work. So if they are buying out brass, it means that there's something that they found in it. [00:07:38] Speaker A: Interesting. So talking about the due diligence. Diligence. Now there was a report that Brass actually had a 2.1 billion error rule in its financials that were unaccounted for. How do you think this would affect the value of the acquisition, firstly. And how does it affect people who have initially invested in brass? Because now that there's an acquisition, you expect that they would cash out. For example, when the pestic acquisition happened, people were like, oh, the investors, even the founders, oh, this is huge. Cash out for everyone. So what kind of position does it put those people in the case of brass now? [00:08:18] Speaker B: So at every exit, investors count their losses or go to the bank smiling. So it really depends on what the nature of the exit is. So if there's a 2.1 billion, again, we don't know what, we don't know the price at which the company was acquired. [00:08:37] Speaker A: True. [00:08:38] Speaker B: Right. So if there was a one 2.1 billion, is it unrealized losses? Is it realized losses unaccounted for? Unaccounted for is a hole, which means that at the moment, it could be found. So if there's a hole, you can. You can block the hole by pouring sand into it. Right. In this case, somebody just comes and says, oh, sorry, I forgot to write that 2.1 billion somewhere. He's actually with Mbulu. And then Bolu says, oh, is with me. Right. So again, I'm sure they did their DD's. Right. [00:09:12] Speaker A: Okay. [00:09:13] Speaker B: Now. And I'm sure that that would have been sorted in a way. So when you are preparing, when you are carrying out transactions like this, there's always in your acquisition documents, your transaction documents, there's usually a very elaborate long list of clauses or long set of clauses called indemnities. And again, so before you even have indemnities, you have, like, your disclosures, like a disclosure schedule. What this does is that here the company is saying, oh, we have this, we did this, we know this. These are all the issues that we had. These are all the issues we've sorted. These are the issues that are still ongoing. The 2.1 billion that you identified when you were doing the financial due diligence, this is where we think it would have been. We did not misappropriate any funds. We are very sure of that. If we haven't found it yet, find it somehow at the end of the day, or maybe the auditor did not do the detail and all of that. Right. So in the disclosure schedule, then the company then says, okay, no problem. So you know what? You will indemnify us and say, if eventually it happens that this 2.1 billion naira hole is actually a chasm that just sand cannot feel, then you will be personally liable for it, or the directors will be personally liable for it, or these people will be personally liable again. You see that Shola and Emmanuel are stepping down. Right? So that might be a part. That might be one of the reasons that you guys just. You guys step aside. Right. We need to figure out where this 2.1 billion is. If it turns out that there's no issue with the two point, maybe you guys will come back. I doubt that that is the reason anyways. But I'm just saying that. So there are different ways that they could have fixed it to the second leg of your question, which is the investors now, the initial investors. Yeah, I believe that. I mean, they would have had to approve it. Right. And what is what this will mostly mean? Because when you have investment like this is most likely a liquidation event. So you always have liquidation events. So you will hear, we want nigerian companies to IPO. Right? That's a liquidation event. So if you acquired a price round a. An IPO, or you sell, that's acquisition, or maybe you close shop, those are liquidation events. And what that means is that at that point, the shares of the people who have. Who has invested will invest, which then means that they can exit, that is, they can sell, or they can decide to reinvest that money and all of that. So it would have cashed out in a way, I believe so. [00:11:39] Speaker A: You said something when you were about to start answering that question. You said two things really happen in recommendation event. I can't remember what it says. Some people be. It's either. [00:11:50] Speaker B: Yeah, some people will go and be happy at the bank, some people will be crying. [00:11:53] Speaker A: All right. In your own, when you examine this situation, what do you think mostly happened? Did you really have people smiling to the bank or. We had people crying? [00:12:06] Speaker B: Yeah, I think that. I think that there would have been people who smiled to the bank. Not as. Not as much grain as they would have liked to have on their face, but with a little bit of. I think it's called a smack, you know? [00:12:20] Speaker A: So you just smile a little. [00:12:21] Speaker B: Yeah, just a little. You know that. Well, I mean, oh, we're excited to have a ten x returns, but, hey, we only had two. Oh, that's fine. Or at least we're able to get our money back, right? Or, oh, we've. We've rolled over and we are going to get our money at the next round or something. I'm sure that some people. I'm sure there was a way that the investors funds were salvaged, which was why they were acquired in the first place and close. [00:12:43] Speaker A: Because the reason why I asked that is, I wanted to know if it's, if we really needed to be celebrating this or if it is something, something that has happened that should make us reflect and look at what things that happening within the startup ecosystem now that probably need to stop, or if it's a situation that, you know, we should just say, oh, but like you said in the beginning, oh, sorry, this is. [00:13:12] Speaker B: Not a pay stack. This is not a pay stack exits. Right. [00:13:15] Speaker A: So yeah, obviously this is not a. [00:13:17] Speaker B: This is not another gold mine period for the ecosystem. This is not going to be referenced as the holy grail or a beautiful moment. Right. But I think that when you look at the development of any ecosystem, you have things like this. And then when you also think about it, that building any startup is one of the most difficult things that anybody can ever do in any part of the world, not just Africa. Then you now add to that the fact that Africa is just a, we're still a neonate ecosystem, very, very little infantile. Right. There's still a lot of things that will happen that will shock a lot of people. People will still eat money, right? Yes. I was revisiting, revisiting the Wirecard fraud recently and that was a nine point something, billion dollars fraud in Germany or Netherlands. Right? So we haven't had that yet. Nobody. Just. So at the end of the day, right, I think this is something that maybe not celebrate, but acknowledge that the founders were able to find a way to save the face of the company as against shutting down the company and then making the employees, the investors and everybody lose money, lose dreams, lose time and effort that they put into it. What they've simply done is, I see, we don't think this thing is going to work. Right? Mister Shulombo, all of you, come here. Guys, can you find a way? Can you acquire us? Because I mean, or maybe one of the investors said, see, we don't think this thing is going to work, let's acquire you. And they said no problem because they would have said no problem at the end of the day. Right? So no problem. And I think that is a good thing because what it means is that the employees continue, investors will still at some point in time be able to at least, you know, know that their investment did not go to waste. So maybe not celebrate is the word, but I think it is something that we should at least identify with as an ecosystem. [00:15:13] Speaker A: Yeah, I totally understand. Basically just saying, you know, it's not something we should now start throwing parties about, but it's something that helps us look at, look and say we are growing. [00:15:24] Speaker B: Yeah, exactly. [00:15:25] Speaker A: Something. We are seeing things that have not happened before. Yeah, totally makes sense. Yeah. If you're listening or you're watching, please just do well to leave a comment and share your thoughts about this story. So, on a lighter note, boat wants you to start bidding for prices. Right. Prices on their platform, similar to something indrive has been doing. It's. I don't know how I feel about it, and I think it's mostly because I've never really used other platforms where you bid prices, but I'm sure, I mean, both has been in the country way before indrive, and now they are doing this shift, which I think is a really big shift, and I hope, I'm pretty sure they've done their own work and realized whether this will be a good business move or not. Oh, njalakpo, what, what do you feel? Do you think? I don't know how often you use these platforms. Do you think this is something you would like to see on both? [00:16:34] Speaker B: So when I read the story, two things crossed my mind. So is this a revenue drive or it's a. Is it an attempt to sort of, like, remodel or redirect the perception or shape perception? In which case it would mean that there's been a bit of research has been done, and both has realized that just because of this feature, because sometimes, right, people use products not because the product in itself is superior, but just because of the perception that it creates for them. Right. Which if you also, if you also look at it, can be the superiority of the product. Right, true. So on the first leg, I mean, they are private companies, so we really couldn't know, would not be able to tell what their revenues are, all of that. But on the other end, you can think about it, and I'll use myself as an example. So anytime I'm unable to drive, like yesterday, I had to go and service my castle and I had somewhere to go, so I just, I took, I had to take one of them. The consideration for me as a, as an OG is that, which one is cheapest? So until that you start. You start, what's it called now? You start comparing, comparing prices, and then you don't realize that there's been a drive recently when you. So maybe somebody comes to visit or, you know, somebody's going out and I have to order for them. You order on either maybe Uber or bolt. Those are the ones that have experienced it. [00:18:01] Speaker A: Okay. [00:18:02] Speaker B: And the driver comes and he's trying to renegotiate the fee with you or a driver calls you and says, please, can you, can we do this offline boat is the price is too cheap and all of that, right? If I happened to me like this week, you know, somebody had come to visit me and then he was going back and then he had to use bolts. And then when we ordered, it was like the boat rider said, ah oga, I don't check the traffic. I don't check the traffic. 1 hour something traffic to this place. And I don't think the price makes sense. So what do you go out, right? And of course I canceled the order. So maybe Bolt has done this research and I've seen that, see if we allow people the freedom to negotiate so you can define your range, because I've asked in drive drivers how it happens. So it's like you, there's a range that they show you, right? Then they show you the prices of other ride daily apps, right? And then you can. So that's, I mean, according to the driver. So you then, so you can then see, okay, this is what Bolt is saying. Or they can tell you, this is the average price in the market for this trip at the moment. So you can say, okay, if the average is 1000, do you want to make it 900, 5970 or to make it 1150? Like that. So perhaps it is that it is both saying that we've done this and we've realized that people want to have that freedom. Because me, for example, if I have to go anywhere, my default apps to open rider because, because I'm able to see. And then you can also see different drivers giving you different prices and then you pick one, it makes a lot more sense. And then when Bolt and when they started the prices that they showed you then, I think it has changed now because that was what the guy was saying on the prices. The price that they show you may not be what you will get when you get there. So it's just like a ring. So then it was like they show you 3000 to three five, but then your trip can be 10,000 when you get there, right? So you, you don't know for a fact, but in drive, I accept five k. I'm sorry, bro. If Lagos happens to you and we spend 10 hours on this trip, I'm paying that five k. And guess what? I, if we, if you end this trip a mile before we get to my house, I won't pay you. And there's no way you can tell them that because you didn't complete the trip for both. If the guy, the guy can just happen to me several. He happened to me severally that in those years, right. That they just, they can just stop somewhere, say, bros, this traffic too much. I know they go again and then you are left there. But of course, the app will charge them for what. So in a way that is favorable to the driver, but it's not favorable to the rider because it could be middle of the night, it could be middle of third mainland bridge, what you want to do. Right. So at the end of the day, I think, you know, of course, I believe that there's been a bit of market research has been done to figure out what is the market saying in terms of these features. Our prices may be better because there are times when you check in, drive is higher than bolts. I've seen it. Right. So our prices may be better these days, but how is the perception of us in the market and how is it affecting onboarding? How is it affecting sign ups and all of that? [00:21:25] Speaker A: Very, you made a very interesting point and which is about the drivers trying to negotiate where they'll say, can you add something on it or can we do offline? Maybe this is one of the ways they want to remedy that. Because now when they can now bid and they can now go and pick a price, maybe that's, that will solve the problem. But one thing, one thing. I really don't see this because, yes, we cannot see their revenue, right. We don't know how much they make, and we cannot now examine if this maybe after a couple of months and see if maybe this had an effect on their revenue. But I don't know why I feel like it now makes, it makes, it makes both feel to me, it makes it feel like kind of inferior because of the perception. [00:22:19] Speaker B: Like it loses. It loses that. So it's like how people are saying that the iPhone 15 is not, is not giving them the iPhone just because of the types of charges. [00:22:31] Speaker A: Yes, something like that. [00:22:34] Speaker B: Yeah, I get it. [00:22:35] Speaker A: Yeah. [00:22:35] Speaker B: And it happens. Right. So, but, you know, when you work with companies, especially, you know, and I imagine that you will be familiar with this as well. So there's usually a market analysis. [00:22:49] Speaker A: Okay. [00:22:49] Speaker B: Fact everywhere, forget about markets. Anything. You are doing risk assessment. When you do risk assessments, what you are saying is that I identify that there is a risk. What I want to decide whether I want to accept the risk project. That's what risk assessment is about. If I want to punch you now, I go think I'm, can this guy handle me? Or I can beat him. If I can beat him, his father if I know his father, things like that. That's risk assessment. The same thing when a company does market analysis, the company is checking if we introduce this feature, how does it affect our branding? So I'm looking forward to how. Because I was going to say that Bolt has to do some major reorientation for people to see them, these lights that they are trying to create for themselves. But you see beyond that boat has to, I mean, I'm curious to see how they go about the branding, the rebranding to make people know that this is still the boat that you are used to. Because again, I don't want to know. So I'll be very discrete in what I'm about to say because again, because I know this is like a. So there is something about some of these riding apps. So you want to use some. You are just worried because if you like the cars, they will bring a rubbish car, right? So you see, like I do personally, I prefer, because I prefer to spend extra money for comfort. [00:24:25] Speaker A: Comfort. [00:24:26] Speaker B: So anytime I'm not driving my car, right. And I check the. Unfortunately to yours, I'm also an so, but I'm okay. It's just one key difference. I don't mind. Right, so, but because I prefer not to have a rickety car and the driver is coming and saying as I come, like this name basis point, the AC always spoils just when they are on their way and I can't, I can't go anywhere without the AC of the car because I sweat a lot. Yeah, I know that. I know what you're thinking, you know, but. So boat has to say, see, we know, you know us that we have good cars, right? We know, you know that we don't board new cars on our platform, bad cars on our platform. Platform. But that we are changing this doesn't mean that we're not going to allow everybody, we'll still do the quality assurance checks that we do. To do all of these things. People need to still see that bolt will maintain the quality that they've known them for. [00:25:26] Speaker A: Otherwise, one, one thing both actually said is that this will to help the drivers and more. [00:25:35] Speaker B: But as a major challenge, if, if. [00:25:38] Speaker A: Because if I know that I can bid, right, I see five k there. Except again, I don't really know. I've not used in drive before. So I don't know how the bidding, except there's like a range that cannot go over, that driver cannot go over and I cannot go below, then maybe it's gonna work. But if there isn't people price people price rise. I say, right? [00:26:05] Speaker B: No. So what happens is this, right? So there's a range. In fact, there's no range. The driver tells you what he is offering or she's offering and you try and then you, so you now see, you see ten drivers. So one 5171-651-3145 they can pick anyone that suits your preference. That's just how it works now. But very interesting on the point that you, that you've raised. And I just want to address just something very quickly, the battle now levels. Then the question is, who is going to charge more commission drivers. So bolts now allows drivers to. So, because here are some of the, I try to engage these guys when I, because you know you are in the ecosystem. [00:26:49] Speaker A: Yes. [00:26:50] Speaker B: You want to know what's going on. Right? Sometimes we just gist and I ask, oh, so how is, which app is the only in drive that you are using? Or is it only bolt and say, oh, no, no, none of them are burger. If you use boots, they don't go pay you. An XSA, if you use rider, they don't go pay you. You know, so. And then some will tell you, oh, this one, this one charges an exorbitant rate or commission or this one doesn't pay us on time. Or some will tell you that they don't want you to use card payments because they will not receive it until xxx amount of these, you know. So that is where the value add them comes in, right? Yes. We allow you to also bid. Yes. You can determine what your distance is, but once you complete the ride, you are getting your payments in 2 hours. Card payments, cash payments, any payments, you get it in 2 hours. Our commission, the other people charge you 5%. We charge you 4.7% or 4.7, we do 3%. Right. What else? Yes. Another then that is for the drivers, for the riders, the issue is always at some, you open some apps and then the driver is 200 miles away. So again, how many cars, which was one of the things that Uber tried to solve by their partnership with. What's the name of this move. Move. Right. So there are now many cars. So when you order uber, you can get it in. So that's now another question for both. How long is it going to, what's going to be the wait time? How long is it going to take me to get a ride when I order with your app? Because what happens is that perceptions are formed on the go and they are very transient. If I use your app today, 20 minutes, I never get rider. Don't give me. Right. Then tomorrow I use your app again. 30 minutes. I haven't gotten a ride, but Uber has sorted it. Then there's no need to come into your app, even if you are pricing, even if you are giving me the cheapest price. Because in this game, time is also essence. [00:28:40] Speaker A: Yeah, I guess it's. It's something would. If it doesn't work, I'm sure it's always something they can reverse. It's not that. Um, I don't think it's. No, it's not something that. [00:28:52] Speaker B: Oh, boy. It is. But it is. Because what happens is for this, they have to move the brand perception of you. They have to change. You have to rebrand, in a sense. Now, if it fails, then they have to rebrand again. [00:29:07] Speaker A: Like you said, I'm sure they've done their research. [00:29:08] Speaker B: Exactly. [00:29:09] Speaker A: So. So they know what if they have to move back or if they have to. [00:29:13] Speaker B: I mean, I try to update my app, it's not there. Maybe they're still trying to think about it. [00:29:16] Speaker A: I also try it and see how it works. All right. Um, yeah, so for this again, we've, we've said a couple of things about both and their new bidding system. Is there anything we left out? Is anything you like to know or there's something you'd like to add? Just make sure to put it in the comment section. Or you can just send an email to podcasteckpoint Africa and would like to hear your thoughts. This is where we draw the podcast to a close. Thank you so much for joining us all the way to the end, if you have. My guest again is oindolakpo olusesi. Thank you so much for having me. Yeah, thank you so much for opinion on the podcast today. Make sure you check out other stories on the tech Point Africa website. Just go to Techpoints Africa and you see loads and loads of other stories that we have not discussed. I think we also have something on brass analyzing the old brass situation. We have an article on that on the website also today. So a lot of stuff going on there. 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