MONTVALE, N.J., Nov. 8, 2019 /PRNewswire/ -- MICT,
Inc. (Nasdaq: MICT), (the "Company"), announced
today that it has agreed to close on a $25 million private placement of convertible
notes, converting automatically at $1.41 per share at the closing of an acquisition
by the company of Global Fintech Holdings Ltd (GFH), which acquired
the ParagonEX Limited group of companies and the trading companies
of BNN Technology PLC.
This $25 million funding, together
with $7.25 million raised recently,
substantially improves MICT's balance sheet, permitting the Company
to support its growth strategy of diversifying into the global
fintech industry, with the aim of unlocking substantial shareholder
value. The acquisition of GFH gives MICT ownership of world-class
proprietary technology platforms in the fintech arena, as well as
access to the rapidly expanding Chinese fintech marketplace. GFH is
well positioned to become a major player in several verticals in
China, as well as an acquirer in
the consolidating online CFD (Contracts for Differences) trading
industry. This dual faceted growth strategy offers MICT's
shareholders an opportunity to benefit from accelerated growth of
the group.
Through its newly acquired subsidiaries, GFH is already a
successful and profitable business, providing its platforms within
the financial trading and Contracts for Difference (CFD) sectors in
Europe, the Middle East, and Asia. GFH expects over the coming months to
implement its program to acquire substantial revenues of
significant players in the sector, resulting in rapid growth and
the contribution of significant profitability to the MICT
group.
Upon closing of the merger, the combined MICT group is expected
to have a strong balance sheet with over $25
million of cash, enabling the Company to pursue a revenue
acquisitions program and to materialize significant fintech
opportunities in China.
David Lucatz, CEO of MICT, said, "We strongly believe that our
strategic decision to diversify into the fintech space will
contribute very positively to value for our present and future
shareholders. The funding raised enables us to acquire GFH, a very
exciting fintech company with world class technological assets,
operational management and significant profitability. The
combination of strong cash reserves and abundant opportunities will
facilitate substantial earnings growth for the Company."
Darren Mercer who recently joined
the Board of MICT and is a director and officer of GFH, added, "The
opportunity to be a part of the MICT group is a very exciting
proposition for us. The GFH group of companies brings to MICT a
suite of world-leading technology platforms that are
product-agnostic and can support all our new ventures within the
fintech space, be they through acquisition or through organic
growth, including in the very significant Chinese marketplace.
Supported by MICT's strong balance sheet and our combined cash
resources, we believe it is a very exciting time for all new and
existing MICT shareholders."
THIS PRESS RELEASE CONTAINS ONLY A BRIEF DESCRIPTION OF THE
PROPOSED TRANSACTION. 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, MICT INTENDS TO
FILE A PROXY STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT MATERIALS
WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC. STOCKHOLDERS
OF MICT ARE URGED TO READ MICT'S PROXY STATEMENT AND ALL OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. 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'S STOCKHOLDERS ALSO MAY READ AND COPY ANY
REPORTS, STATEMENTS AND OTHER INFORMATION FILED WITH THE SEC AT THE
SEC PUBLIC REFERENCE ROOM AT 100 F STREET, N.E. WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT
1-800-SEC-0330 OR VISIT THE SEC'S WEBSITE FOR FURTHER
INFORMATION ON ITS PUBLIC REFERENCE ROOM.
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
TRANSACTION. 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 PROXY STATEMENT AND THE OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE.
Forward Looking Statements
Note: This press release may contain forward-looking
statements that are being made pursuant to the Private Securities
Litigation Reform Act of 1995, which provides a "safe harbor" for
forward-looking statements to encourage companies to provide
prospective information so long as those statements are accompanied
by meaningful cautionary statements identifying important factors
that could cause actual results to differ materially from those
discussed in the statement. Forward-looking statements are subject
to a number of known and unknown risks and uncertainties that could
cause actual results, performance or achievements to differ
materially from those described or implied in the forward-looking
statements, including, but not limited to, general economic and
business conditions; competition in the accessories markets,
potential changes in customer spending; acceptance of product
offerings and designs; the variability of consumer spending
resulting from changes in domestic economic activity; any
significant variations between actual amounts and the amounts
estimated for those matters identified as critical accounting
estimates, as well as other significant accounting estimates made
in the preparation of financial statements; as well as geopolitical
concerns. Accordingly, actual results may differ materially from
such forward-looking statements. You are urged to consider all such
factors. Any forward-looking statements relating to the transaction
discussed above are based on our current expectations, assumptions,
estimates and projections and involve significant risks and
uncertainties, including the many variables that may impact or are
related to consummation of the transaction, SEC regulatory review
of our filings related to the transaction and the continuing
determination of MICT's Board of Directors that the transaction is
in the best interests of all stockholders. MICT and GFH assume no
obligation for updating any such forward-looking statements to
reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking statements.
About MICT, Inc.
MICT, Inc. (NasdaqCM: MICT) operates through Micronet Ltd.
("Micronet"), a former subsidiary, in which the Company previously
held a majority ownership interest that has since been diluted to a
minority ownership interest. Micronet operates in the growing
commercial Mobile Resource Management (MRM) market, mainly in
the United States. Micronet
designs, develops, manufactures and sells rugged mobile computing
devices that provide fleet operators and field workforces with
computing solutions in challenging work environments.
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SOURCE MICT, Inc.