Amended Tender Offer Statement by Third Party (sc To-t/a)
May 29 2019 - 6:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment
No. 4)
MICT,
INC.
(Names
of Subject Company (Issuer))
BNN
TECHNOLOGY PLC
(Name
of Filing Persons (Offeror))
Global
Fintech Holdings Ltd.
Mark
Hanson
Darren
Mercer
(Name
of Filing Persons (Other Persons))
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
55328R109
(CUSIP
Number of Class of Securities)
Darren
Mercer, Executive Director
BNN
Technology PLC
First
Floor Mallory House
Goostrey
Way
Knutsford
Chesire
WA16 7GY
United
Kingdom
+44
(0) 1565 872990
(Name,
address and telephone number of person authorized
to receive notices and communications on behalf of Filing
Persons)
With
copies to:
Richard
Anslow, Esq.
Jonathan
Deblinger, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105
(212)
370-1300
CALCULATION
OF FILING FEE
Transaction
Value(1)
|
|
Amount
of Filing Fee(2)
|
|
$
|
3,223,148
|
|
$
|
390.65
|
|
|
|
|
|
|
|
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(1)
|
Estimated solely for
purposes of calculating the filing fee. The transaction value was determined by multiplying (A) 1,953,423 shares of common
stock, par value $0.001 per share, of MICT, Inc. (representing the maximum number of shares subject to the tender offer) and
(B) $1.65 per share (representing the offer price).
|
|
(2)
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The amount of the filing fee, calculated in
accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $121.20 per million dollars of the
value of the transaction.
|
☒
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
Amount Previously Paid: $390.65
|
Form or Registration No.:
Schedule TO
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Filing Party: BNN Technology PLC
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Date Filed: February 5, 2019
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☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the statement relates:
|
☒
|
third-party tender
offer subject to Rule 14d-1.
|
|
☐
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issuer
tender offer subject to Rule 13e-4.
|
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☐
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going-private
transaction subject to Rule 13e-3.
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☒
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amendment
to Schedule 13D under Rule 13d-2.
|
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
|
Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
|
☐
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Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This
Amendment No. 4 (this “
Amendment
”) amends and supplements the Tender Offer Statement on Schedule TO
filed by BNN Technology PLC, a private limited company organized under the laws of the United Kingdom (“
Purchaser
”),
with the U.S. Securities and Exchange Commission (the “
SEC
”) on February 5, 2019 (together with any
subsequent amendments and supplements thereto, the “
Schedule TO
”). The Schedule TO relates to the offer
by Purchaser to purchase up to 1,953,423 shares (the “
Shares
”) of common stock, par value $0.001 per
share (the “
Common Stock
”), of MICT, Inc., a Delaware corporation (“
MICT
”
or the “
Company
”), at a price of $1.65 per Share, net to the seller in cash, without interest, less
any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated February
5, 2019 (as it may be amended or supplemented from time to time, the “
Offer to Purchase
”) and in the
related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”
and, together with the Offer to Purchase, the “
Offer
”), which are annexed to and filed with this Schedule
TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of the Purchaser, Global Fintech
Holdings Ltd., Mark Hanson and Darren Mercer. Unless otherwise indicated, references to sections in this Schedule TO are references
to sections of the Offer to Purchase.
Items
1 through 9 and Item 11.
The
disclosure in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO is hereby amended and supplemented by
adding the following new paragraphs thereto:
“On
May 29, 2019, Purchaser announced an extension of the Expiration Date of the Offer to 5:00 p.m., New York City time, on Friday,
June 7, 2019, unless the Offer is further extended. The Offer was previously scheduled to expire at 5:00 p.m., New York City time,
on Wednesday, May 29, 2019.
The
Depositary has indicated that, as of 4:00 p.m., New York City time, on May 29, 2019, 4,430,701 Shares have been validly
tendered and not properly withdrawn pursuant to the Offer.
The
full text of the press release issued by Purchaser announcing the extension of the Offer is attached as Exhibit (a)(1)(K) to this
Schedule TO and is incorporated by reference herein.”
Item
12. Exhibits.
Item
12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
Exhibit
No.
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|
Description
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(a)(1)(K)
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Press release issued by Purchaser regarding
extension of the Offer on May 29, 2019.
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Amendments
to the Offer to Purchase and the Other Exhibits to the Schedule TO
The
information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent
such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as
follows:
All
references to “5:00 p.m., New York City time, on Wednesday, May 29, 2019” in the Offer to Purchase (Exhibit (a)(1)(A)),
Letter of Transmittal (Exhibit (a)(1)(B)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit
(a)(1)(C)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D))
are amended and replaced with “5:00 p.m., New York City time, on Friday, June 7, 2019.”
SIGNATURE
After
due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 29, 2019
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BNN TECHNOLOGY PLC
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By:
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/s/ Darren
Mercer
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Name: Darren Mercer
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Title: Executive Director
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GLOBAL FINTECH HOLDINGS, LTD.
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By:
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/s/ Darren
Mercer
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Name: Darren Mercer
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Title: Director
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By:
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/s/ Darren
Mercer
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Darren Mercer
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By:
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/s/ Mark
Hanson
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Mark Hanson
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EXHIBIT
INDEX
Exhibit
No.
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Description
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(a)(1)(A)
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Offer
to Purchase, dated February 5, 2019.
*
|
|
|
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(a)(1)(B)
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Letter
of Transmittal.
*
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|
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(a)(1)(C)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(D)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Joint
Press release issued by Purchaser and MICT on July 2, 2018 (incorporated by reference to exhibit 99.2 to the Form 8-K filed
by MICT on July 2, 2018).
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(a)(1)(F)
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Joint
Press release issued by Purchaser and MICT on December 20, 2018 (incorporated by reference to exhibit 99.1 to the Form 8-K
filed by MICT on December 21, 2018).
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(a)(1)(G)
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Press
release issued by Purchaser on February 5, 2019.*
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(a)(1)(H)
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Press
release issued by Purchaser regarding extension of the Offer on March 13, 2019.*
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(a)(1)(I)
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Press
release issued by Purchaser regarding extension of the Offer on April 8, 2019.*
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(a)(1)(J)
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Press release issued by Purchaser regarding extension of the Offer on April 29, 2019.*
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(a)(1)(K)
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Press release issued by Purchaser regarding extension of the Offer on May 29, 2019.
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(b)
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None.
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(d)(1)
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Acquisition
Agreement, dated December 19, 2018, by and among MICT, Purchaser, Global Fintech Holdings Ltd., Brookfield Interactive (Hong
Kong) Limited, ParagonEx LTD and the other parties thereto (incorporated by reference to exhibit 2.1 to the Form 8-K filed
by MICT on December 21, 2018).
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(d)(2)
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Form
of Voting Agreement (incorporated by reference to exhibit 10.1 to the Form 8-K filed by MICT on December 21, 2018).
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(g)
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None.
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(h)
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None.
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*
Previously filed
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