MICT Enters Into New Merger Agreement To Acquire 100% of

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New Merger Structure is Expected to Lead to a Number of Significant and Immediate Benefits to MICT:

  • Expedited Acquisition of 100% of Tingo’s Operating Business and Assets
  • MICT to Consolidate the Revenues, Income and Balance Sheet of Tingo’s Operations from Closing (Income Before Tax for 1HY 2022: $298.4 millionas beforehand reported inside Tingo Inc Q2 2022 Form 10-Q)
  • Allows for the Launch of Tingo’s Food Produce Export Business in Q4 2022
  • Accelerates the Shift to US Dollar Denominated Revenues for Tingo
  • Expedited Launch of Global Commodity Trading Platform

MONTVALE, NJ, Oct. 07, 2022 (GLOBE NEWSWIRE) — MICT, Inc. (NASDAQ: MICT) (“MICT”) and Tingo, Inc. (OTC Markets: TMNA) (“Tingo”), at the moment introduced the Company has signed a brand new merger settlement with Tingo, beneath new acquisition phrases, whereby MICT is now buying 100% of the Operating Business and Assets of Tingo on the preliminary closing of the transaction, in return for the issuance by MICT of a mixture of 19.9% of MICT’s widespread inventory and two collection of convertible desire shares (which if absolutely transformed by Tingo and all conversion situations are met, would end in Tingo proudly owning 75% of MICT).

The major causes for the brand new merger construction are to expedite the launch of Tingo’s food-produce export business, as enabled by funding from MICT, benefiting from a number of high-margin and materials export contracts that can enable the shift of a considerable half of Tingo’s revenues immediately into US {dollars}. The transaction additionally permits the acceleration of the event and launch of Tingo’s commodity platform and commodity buying and selling business.

Tingo is a number one Fintech and Agri-Fintech business on the African Continent, providing its rising quantity of prospects a spread of expertise backed options and platforms, a key goal of which is to foster digital inclusion and monetary empowerment, together with to the farming sector, with the intention of enabling farmers to extend crop yields, cut back crop wastage, enhance margins and meaningfully contribute in direction of tackling the rising international drawback of meals safety.

As beforehand reported in Tingo’s Q2 2022 Form 10-Q, within the first half of 2022, Tingo’s working business reported income of $525.7 million, gross revenue of $317.4 million, and internet earnings earlier than tax of $298.4 million, which equated to substantial progress as in comparison with the primary half of 2021. In addition to its anticipated ongoing natural progress, the outcomes of Tingo’s working business for the fourth quarter and second half of 2022 are anticipated to profit considerably from a number of new business-streams, together with the total launch of the Tingo Mobile super-app, the roll-out of the pan-African Visa partnership, and the launch of the food-produce export business.

Upon preliminary closing, MICT welcomes two of the present administrators of Tingo onto its Board, specifically John Brown (Tingo Co-Chairman) and Kenneth Denos (Tingo Executive VP, General Counsel and Corporate Secretary).

MICT can also be at the moment asserting the appointment of Deloitte (Brightman Almagor Zohar & Co., A Firm within the Deloitte Global Network) because the Group unbiased auditor, and the appointment of Haitong Securities USA LLC (“Haitong”) as monetary advisor.

Darren Mercer, Chief Executive Officer of MICT, commented: “The Board of MICT and I are extremely excited about the tremendous prospects and opportunities arising from this new transaction. It will have an immediate material positive impact on the income, earnings and balance sheet of MICT from the date of initial closing, which is expected to occur during November 2022 (following the receipt of Tingo’s stockholder approval, in relation to which voting support agreements have been received covering approximately 70% of Tingo’s issued common stock).

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“Tingo has clearly demonstrated its capabilities and technology, and its operating business is now extremely well positioned to expand globally, including through its upcoming new business streams and product launches.

“We anticipate that the dollarization of Tingo’s business, as supported by access to our funding, will significantly elevate the value and quality of earnings of Tingo’s operating business, and is therefore a high priority focus for us in terms of where we can immediately add substantial value.

“In my opinion, it is unquestionable that this transaction delivers a huge enhancement to our stockholders, not least from the fact that MICT as a group will be significantly profitable, from the date of closing, and will be in a very strong position to further enhance earnings from 2023 and beyond.

“It makes me immensely proud that through the Tingo acquisition, MICT will be assisting in providing solutions to alleviate the world’s growing problem of food security and elevating poor communities out of poverty, for example through its fintech solutions that foster financial inclusion and empowerment.

“I look forward to John Brown and Kenneth Denos joining the Board, where their respective skillsets and in-depth knowledge of Tingo and Africa will prove invaluable.

“In addition, we believe the appointment of Deloitte, as the group independent auditor, and of Haitong, as our financial advisor, will be of valuable assistance to our business going forward.

Structure of the Transaction

In order to achieve the above-mentioned benefits, not least the acceleration of MICT’s acquisition of the operating business and assets of Tingo, the parties have entered into a new merger structure, which involves a three-step transaction, the first step of which is expected to close in November. As part of the new three step transaction structure, following receipt of the approval of Tingo’s stockholders, MICT will acquire 100% of the operating business and assets of Tingo, and certain of Tingo’s liabilities, in exchange for (i) shares of MICT’s common stock, representing 19.9% of its outstanding common stock; (ii) shares of a newly-formed Series A Convertible Preferred Stock, which will convert into an additional 20.1% of the issued and outstanding shares of MICT common stock, upon receipt of MICT stockholder approval; and (iii) shares of a newly-formed Series B Convertible Preferred Stock, which will convert into an additional 35% of the issued and outstanding shares of MICT common stock, upon receipt of MICT stockholder approval and Nasdaq change of control approval. In the event that all three steps are completed, Tingo would own 75% of MICT’s common stock, based on the number of shares of common stock outstanding today. If MICT does not receive stockholder approval or Nasdaq does not approve the change of control, MICT will redeem the outstanding Series A Convertible Preferred and Series B Convertible Preferred, or potentially dilute its ownership in the acquired operating business and assets of Tingo.

Additionally, in order to expedite the expansion of Tingo’s operating business and its ability to enter into certain new contracts, MICT has approved a loan of $20 million to Tingo which it intends to fund within the upcoming days. Upon the closing of the transactions described above, the $20 million loan will be assumed by a wholly-owned subsidiary of MICT and remain outstanding as an intercompany loan.

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About MICT

MICT is a financial technology business principally focused on the growth and development of a suite of consumer fintech services across approximately 130 cities in China, with planned expansion into additional markets. MICT has developed highly scalable proprietary platforms for insurance products (B2B, B2B2C and B2C) and financial services/products (B2C), the technology for which is highly adaptable for other applications and markets. MICT has acquired and holds the requisite license and approvals with the Hong Kong Securities and Futures Commission to deal in securities and provide securities advisory and asset management services. MICT also has memberships/registrations with the Hong Kong Stock Exchange, the London Stock Exchange and the requisite Hong Kong and China Direct clearing companies. MICT’s financial services business and first financial services product, the Magpie Invest app, is able to trade securities on NASDAQ, NYSE, TMX, HKSE, China Stock Connect, LSE, the Frankfurt Stock Exchange and the Paris Stock Exchange.

ADDITIONAL INFORMATION

MICT, Inc., a Delaware corporation (“MICT” or the “Company”), intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy assertion of MICT in reference to the proposed business mixture transaction (the “Business Combination”) involving MICT and Tingo, Inc., a Nevada company (“Tingo”). The definitive proxy assertion and different related paperwork might be mailed to stockholders of MICT as of a document date to be established for voting on the Business Combination. Stockholders of MICT and different individuals are suggested to learn, when out there, the preliminary proxy assertion, and amendments thereto, and the definitive proxy assertion in reference to MICT’s solicitation of proxies for the particular assembly to be held to approve the Business Combination as a result of these paperwork will comprise essential details about MICT, Tingo and the Business Combination. Stockholders may even have the ability to receive copies of the proxy assertion, with out cost, as soon as out there, on the SEC’s web site at www.sec.gov.

Participants within the Solicitation

MICT and sure of its administrators, government officers, different members of administration and workers, beneath SEC guidelines, could also be deemed to be contributors within the solicitation of proxies from the stockholders of MICT in favor of the approval of the Business Combination.

Additional data concerning the pursuits of such potential contributors may even be included within the Proxy Statement and different related paperwork when they’re filed with the SEC. Free copies of these paperwork could also be obtained as described within the previous paragraph.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made herein comprise, and sure oral statements made by representatives of MICT and Tingo and their respective associates, occasionally might comprise, “forward-looking statements” inside the which means of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. MICT’s and Tingo’s precise outcomes might differ from their expectations, estimates and projections and consequently, you shouldn’t depend on these forward-looking statements as predictions of future occasions. Words similar to “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and comparable expressions are meant to determine such forward-looking statements. These forward-looking statements embrace, with out limitation, MICT’s and Tingo’s expectations with respect to future efficiency and anticipated monetary impacts of the Business Combination, the satisfaction of the closing situations to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements contain important dangers and uncertainties that would trigger precise outcomes to vary materially from anticipated outcomes. Most of these elements are exterior of the management of MICT or Tingo and are troublesome to foretell. Factors that will trigger such variations embrace however will not be restricted to: (1) the prevalence of any occasion, change or different circumstances that would give rise to the termination of the Merger Agreement (as outlined beneath); (2) the shortcoming to finish the Business Combination, together with because of the failure to acquire approval of the stockholders of MICT or Tingo or different situations to closing within the Merger Agreement; (3) the shortcoming to acquire or preserve the itemizing of MICT’s widespread inventory on Nasdaq following the Business Combination; (4) the chance that the Business Combination disrupts present plans and operations of Tingo or MICT because of this of the announcement and consummation of the Business Combination; (5) the power to acknowledge the anticipated advantages of the Business Combination, which can be affected by, amongst different issues, competitors, the power of the mixed firm to develop and handle progress economically and rent and retain key workers; (7) the shortcoming to finish the Business Combination as a result of lack of ability to acquire regulatory approval; (8) adjustments in relevant legal guidelines or laws; (10) the chance that MICT or Tingo could also be adversely affected by different financial, business, and/or aggressive elements; and (11) the influence of the worldwide COVID-19 pandemic on any of the foregoing dangers and different dangers and uncertainties to be recognized within the proxy assertion/prospectus (when out there) referring to the Business Combination, together with these beneath “Risk Factors” therein, and in different filings with the SEC made by MICT. The foregoing checklist of elements shouldn’t be unique. Readers are referred to the latest reviews filed with the SEC by MICT. Readers are cautioned to not place undue reliance upon any forward-looking statements, which converse solely as of the date made. MICT and Tingo undertake no obligation to replace or revise the forward-looking statements, whether or not because of this of new data, future occasions or in any other case, topic to relevant legislation.

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No Offer or Solicitation

This Current Report on Form 8-Okay and the reveals hereto don’t represent a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-Okay shall additionally not represent a proposal to promote or the solicitation of a proposal to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions wherein such supply, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by means of a prospectus assembly the necessities of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

MICT Contact Information

Email: data@mict-inc.com

Phone: (201) 225-0190



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