NEW YORK, June 5, 2019 /PRNewswire/ -- BNN Technology
PLC ("BNN") today announced that it has terminated its previously
announced tender offer to purchase up to 1,953,423 shares of the
common stock of MICT, Inc. (NASDAQ: MICT) ("MICT") at a purchase
price of $1.65 per share, net to the
seller, in cash. The tender offer was made in accordance with the
acquisition agreement, dated as of December
18, 2018, between BNN, MICT and other parties thereto (the
"Acquisition Agreement"), and was due to expire at 5:00 p.m. EDT, on Friday,
June 7, 2019.
BNN's obligation to purchase the shares of common stock of MICT
pursuant to the tender offer was subject to various terms and
conditions specified in the Offer to Purchase and the related
Letter of Transmittal filed with the U.S. Securities and Exchange
Commission and distributed to MICT's stockholders, including a
condition that neither MICT nor its subsidiaries has proposed the
issuance or sale of any additional equity securities other than as
set forth in the Acquisition Agreement (the "Offer Condition"). On
June 4, 2019, MICT entered into a
securities purchase agreement with a group of investors pursuant to
which MICT agreed to issue shares of preferred stock and warrants
to purchase shares of common stock to the investors in a private
placement (the "Investment"). As a result of the Investment, the
Offer Condition has not been satisfied and therefore BNN has
exercised its right to terminate the tender offer.
No shares were purchased by BNN in the tender offer and all
shares previously tendered but not withdrawn will be promptly
returned.
This communication constitutes a formal termination of the
tender offer, and a formal notification that BNN will not accept
for purchase any shares of common stock of MICT tendered in
connection with the tender offer. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any shares of MICT or any other
securities.
About BNN Technology PLC
BNN Technology PLC is a Chinese technology, content and services
company that builds long-term partnerships to deliver China's citizens with value-added services,
content and evolving opportunities. BNN principally engages in
providing technology to partners to facilitate fulfilment of
payments online and on mobile apps through partnerships or
affiliate agreements and, developing digital content, both online
and mobile. BNN works with its strategic partner Xinhuatong to
facilitate mobile payments and other key services on the Xinhua
News mobile app in 12 provinces in China. BNN's technology platform enables urban
and rural communities across China
to access exclusive content and pay for more services online.
Forward Looking Statements
Certain statements contained in this press release are
forward-looking statements and are based on future expectations,
plans and prospects that involve a number of risks and
uncertainties. Forward looking statements can be identified by use
of words such as "believe," "intend," "expect," "potential,"
"will," "may," "should," "estimate," "anticipate" and derivatives
or negatives of such words or similar words. The forward-looking
statements and other information in this release are made as of the
date hereof and are subject to risks and uncertainties, including
risks related to the transactions contemplated by the Acquisition
Agreement. Stockholders and investors are cautioned that the
occurrence of any of these risks or uncertainties may cause actual
results to differ materially from those contemplated, expressed,
projected, anticipated or implied in the forward-looking
statements. New factors may emerge from time to time, and it is not
possible for BNN to predict new factors, nor can BNN assess the
potential effect of any new factors on it. BNN undertakes no
obligation (nor does it intend) to publicly supplement, update or
revise such statements on a going-forward basis, whether as a
result of subsequent developments, changed expectations or
otherwise, except as required by law.
Contact:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200 or banks and brokers can call (203)
658-9400
Email: MICT.info@morrowsodali.com
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SOURCE BNN Technology PLC