MONTVALE, N.J., Jan. 21, 2020 /PRNewswire/ -- MICT, Inc. (Nasdaq:
MICT) (the "Company") announced today that it has filed a
preliminary proxy statement with the U.S. Securities and Exchange
Commission (the SEC) relating to, among other items, its planned
acquisition of Global Fintech Holdings Ltd (GFH), and a
$25 million private placement of
convertible debentures, converting automatically at $1.41 per share at the closing of the
acquisition. Following SEC clearance of the preliminary proxy
statement, our stockholders will be asked to vote on the matters
described therein.
On November 8, 2019, MICT had
announced the $25 million private
placement and its agreement to acquire GFH, which will own the
ParagonEX Limited group of companies (ParagonEx) and with Beijing Brookfield Interactive Science &
Technology Co. Ltd (Beijing Brookfield
Interactive). The $25 million
capital raise and the acquisition of GFH are intended to position
MICT as a leading company in the fintech space, leveraging
world-class proprietary technology to a global market, including
the high-growth Chinese fintech market, and the CFD (Contracts for
Differences) trading industry. Following receipt of shareholder
approval, MICT will improve its balance sheet through the
$25 million funding, together with
previously announced $9 million the
Company had previously raised.
David Lucatz, CEO of MICT, said, "We are pleased with the
progress of these transactions which are intended to position MICT
as a dominant player in the fintech space, and we believe
significantly enhance shareholder value through the substantial
$25 fundraising with a conversion
price of $1.41 per share. The filing
of the preliminary proxy statement is the first step towards
gaining shareholder approval and subsequently closing on these
transactions."
Darren Mercer, a member of MICT's
board of directors, and a director and officer of GFH, added, "Each
of ParagonEX and Beijing Brookfield
Interactive performed well in the second half of 2019, with
a near term growth strategy that is expected to further accelerate
increases in profitability. We believe this acquisition and
fundraise transaction is highly accretive to MICT, offering its
existing and new shareholders a compelling opportunity for
increased value."
THIS PRESS RELEASE CONTAINS ONLY A BRIEF DESCRIPTION OF THE
PROPOSED ACQUISITION OF GFH AND THE
$25 MILLION DOLLAR CONVERTIBLE
DEBENTURES. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR
AN OFFER TO ACQUIRE ANY SHARES OF THE COMMON STOCK OF MICT. IN
CONNECTION WITH THE PROPOSED ACQUISITION OF GFH AND THE
$25 MILLION DOLLAR CONVERTIBLE
DEBENTURES, MICT FILED A PRELIMINARY PROXY OF SCHEDULE 14A WITH THE
SECURITIES AND EXCHANGE COMMISSION (SEC) ON JANUARY 21, 2020 AND INTENDS TO FILE A DEFINITIVE
PROXY STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT MATERIALS WITH
THE SEC. STOCKHOLDERS OF MICT ARE URGED TO READ MICT'S DEFINITIVE
PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ACQUISITION AND $25
MILLION DOLLAR CONVERTIBLE DEBENTURES. A DEFINITIVE PROXY
STATEMENT WILL BE SENT TO MICT'S STOCKHOLDERS SEEKING THEIR
APPROVAL OF THE PROPOSED TRANSACTION. MICT'S STOCKHOLDERS WILL BE
ABLE TO OBTAIN THESE DOCUMENTS (WHEN AVAILABLE) FREE OF CHARGE AT
THE SEC'S WEB SITE, HTTP://WWW.SEC.GOV. IN ADDITION, THEY MAY
OBTAIN FREE COPIES OF THESE BY CONTACTING MICT'S SECRETARY, 28 WEST
GRAND AVENUE, SUITE 3, MONTVALE,
NJ 07645. MICT, ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE
DEEMED TO BE PARTICIPANTS IN THE FORTHCOMING SOLICITATION OF
PROXIES FROM THE HOLDERS OF MICT COMMON STOCK IN CONNECTION WITH
THE PROPOSED ACQUISITION AND
$25 MILLION DOLLAR CONVERTIBLE
DEBENTURES. A LIST OF THE NAMES AND OTHER INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF MICT IS AVAILABLE IN MICT'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018, FILED WITH THE SEC ON
APRIL 1, 2019. ADDITIONAL INFORMATION
REGARDING THE INTERESTS OF SUCH POTENTIAL PARTICIPANTS WILL BE
INCLUDED IN THE DEFINITIVE PROXY
STATEMENT AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE.
Forward Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside MICT's or GFH's control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include: the inability
to obtain stockholder approval of the merger, the inability to
complete the transactions contemplated by the merger agreement
because of failure of closing conditions or other reasons; the
inability to convert the $25 million
dollar debentures contemporaneously with the merger, the
inability to recognize the anticipated benefits of the proposed
business combination and a lack of confirmed market acceptance of
GFH, ParagonEx and Beijing Brookfield
Interactive; the ability to meet NASDAQ's listing standards
following the consummation of the transactions contemplated by the
proposed business combination; costs related to the proposed
business combination; GFH's ability to manage growth; GFH's ability
to execute its plans to develop and market new products and the
timing and costs of these development programs; GFH's estimates of
the size of the markets for its products; the rate and degree of
market acceptance of GFH's products; GFH's ability to identify and
integrate acquisitions; the performance of GFH's products; rising
costs adversely affecting Purple's profitability; potential
litigation involving MICT or GFH; and general economic and market
conditions impacting demand for GFH's products. See the risk
factors disclosed in the preliminary proxy statement for the
acquisition for additional risks associated with the merger.
Neither MICT nor GFH undertakes any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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SOURCE MICT, Inc.