MICT, Inc. (NASDAQ: MICT) (“MICT”) and Tingo, Inc. (OTC Markets:
TMNA) (“Tingo”) today announced the filing of Tingo’s Definitive
Information Statement regarding the merger of Tingo Mobile PLC,
Tingo’s sole operating subsidiary (“Tingo Mobile”) with MICT. As
more than 77% of Tingo’s total voting power approved the Merger,
MICT and Tingo have now scheduled a closing date of the Merger for
November 30, 2022 (the “Closing Date”).
Upon completion of the merger, MICT will own
100% of the operating business and assets of Tingo Mobile, in
return for which MICT is issuing 19.9% of its common stock to
Tingo, together with Series A Preferred Stock and Series B
Preferred Stock, each of which are convertible into shares of
MICT’s common stock upon certain conditions being satisfied.
As a wholly owned subsidiary, 100% of the
revenues, expenses and net income of Tingo Mobile will be
consolidated into MICT’s group accounts, making MICT significantly
more profitable from the Closing Date.
Darren Mercer, Chief Executive Officer
of MICT, commented: “The
Board of MICT and I are delighted that we now have a scheduled
closing date for the acquisition of Tingo Mobile, and that Tingo
has filed its definitive proxy statement following its compliance
with SEC rules and regulations.
“With the scheduled Merger Closing Date now in
circa three weeks, it goes without saying that the Merger will have
a tremendously positive impact on MICT’s earnings immediately
thereafter.
“With Tingo Mobile reporting net income before
tax of $298.4 million for the first half of 2022, MICT’s annualized
consolidated net income before tax (of nearly $600 million) is set
to significantly exceed its market capitalization. Moreover, our
strong pipeline of business development activity, including the
recently announced trade deal with the All Farmers Association of
Nigeria (which should more than triple customer numbers to almost
30 million), is expected to markedly further increase our earnings
in 2023 and beyond.
“The substantial disconnect between our soon to
be combined earnings and our current market capitalization is
something the Board and I hope and believe investors will now
rectify and that our stock price will soon reflect our true
value.
Dozy Mmobuosi,
Founder of Tingo Mobile,
commented: “The scheduled completion of our Merger with
MICT by November 30, 2022, will enable us to expedite the execution
of our ambitious expansion strategy, including the accelerated
roll-out of our Nwassa Agri-Fintech platform and the full launch of
our TingoPay SuperApp in partnership with Visa.
“I have long held the ambition for Tingo Mobile
to be a truly global company, and the imminent completion of the
Merger will allow us to expand throughout Africa more quickly, as
well as into other international markets. Additionally, as we move
towards the completion of the Merger, we are making considerable
progress towards dollarizing a large part of our group revenues and
net income, which is expected to impact from the first quarter of
2023.
“This new chapter for Tingo Mobile, as part of a
Nasdaq listed company, will markedly enhance our profile on the
international stage. This transaction represents a tremendous
opportunity for both Tingo Mobile and MICT to accelerate the growth
of their combined operations.
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 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.
About Tingo
Tingo, through its wholly-owned subsidiary,
Tingo Mobile, is the leading Agri-Fintech company operating in
Africa, with a marketplace platform that empowers social upliftment
through mobile, technology and financial access for rural farming
communities. Tingo’s novel “device as a service” model allows it to
add market leading applications to enable customers to trade, buy
top ups, pay bills, access insurance and lending services. With 9.3
million existing customers, Tingo is seeking to expand its
operations across select markets in Africa. Tingo’s strategic plan
is to become the eminent Pan-African Agri-Fintech business
delivering social upliftment and financial inclusion to millions of
SME farmers and women-led businesses.
Tingo offers its comprehensive platform service
through use of smartphones – ‘device as a service’ (using GSM
technology) -- to empower a marketplace to enable
subscribers/farmers within and outside of the agricultural sector
to manage their commercial activities of growing and selling their
production to market participants both domestically and
internationally. The ecosystem provides a ‘one stop shop’ solution
to enable such subscribers to manage everything from airtime top
ups, bill pay services for utilities and other service providers,
access to insurance services and micro finance to support their
value chain from ‘seed to sale’.
As of June 30, 2022, Tingo had approximately 9.3
million subscribers using its mobile phones and Nwassa platform.
Nwassa is Africa’s leading digital agriculture ecosystem that
empowers rural farmers and agri-businesses by using proprietary
technology to enable access to markets in which they operate. Farm
produce can be shipped from farms across Africa to any part of the
world, in both retail and wholesale quantities. Nwassa’s payment
gateway also has an escrow structure that creates trust between
buyers and sellers. Tingo’s system provides real-time pricing,
straight from the farms, eliminating middlemen. Tingo’s users pay
for produce bought using available pricing on its platform.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements made herein contain, and
certain oral statements made by representatives of MICT and Tingo
and their respective affiliates, from time to time may contain,
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. MICT’s and Tingo’s actual results may differ from their
expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, MICT’s and Tingo’s
expectations with respect to future performance and anticipated
financial impacts of the Business Combination, the satisfaction of
the closing conditions to the Business Combination and the timing
of the completion of the Business Combination. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside of the
control of MICT or Tingo and are difficult to predict. Factors that
may cause such differences include but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement (as defined
below); (2) the inability to complete the Business Combination,
including due to the failure to obtain approval of the stockholders
of MICT or Tingo or other conditions to closing in the Merger
Agreement; (3) the inability to obtain or maintain the listing of
MICT’s common stock on Nasdaq following the Business Combination;
(4) the risk that the Business Combination disrupts current plans
and operations of Tingo or MICT as a result of the announcement and
consummation of the Business Combination; (5) the ability to
recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
economically and hire and retain key employees; (7) the inability
to complete the Business Combination due to inability to obtain
regulatory approval; (8) changes in applicable laws or regulations;
(10) the possibility that MICT or Tingo may be adversely affected
by other economic, business, and/or competitive factors; and (11)
the impact of the global COVID-19 pandemic on any of the foregoing
risks and other risks and uncertainties to be identified in the
proxy statement/prospectus (when available) relating to the
Business Combination, including those under “Risk Factors” therein,
and in other filings with the SEC made by MICT and Tingo. The
foregoing list of factors is not exclusive. Readers are referred to
the most recent reports filed with the SEC by MICT and Tingo.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
MICT and Tingo undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise, subject to applicable law.
No Solicitation
This Press Release does not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination.
ADDITIONAL INFORMATION
MICT intends to file with the SEC a preliminary
proxy statement of MICT in connection with Business Combination.
The definitive proxy statement and other relevant documents will be
mailed to stockholders of MICT as of a record date to be
established for voting on the Business Combination. Stockholders of
MICT and other interested persons are advised to read, when
available, the preliminary proxy statement, and amendments thereto,
and the definitive proxy statement in connection with MICT’s
solicitation of proxies for the special meeting to be held to
approve the Business Combination because these documents will
contain important information about MICT, Tingo and the Business
Combination. Stockholders will also be able to obtain copies of the
proxy statement, without charge, once available, on the SEC’s
website at www.sec.gov.
Tingo has filed with the SEC a definitive
information statement of Tingo in connection with Business
Combination. The definitive information statement and other
relevant documents will be mailed to stockholders of Tingo as of a
record date to be established for voting on the Business
Combination. Stockholders of Tingo and other interested persons are
advised to read, when available, the MICT preliminary proxy
statement, and amendments thereto, and the Tingo definitive
information statement because these documents will contain
important information about Tingo, MICT and the Business
Combination. Stockholders will also be able to obtain copies of the
information statement, without charge, once available, on the SEC’s
website at www.sec.gov.
Participants in the
Solicitation
MICT and Tingo and certain of their respective
directors, executive officers, other members of management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the stockholders of MICT in favor of
the approval of the Business Combination.
Additional information regarding the interests
of such potential participants will also be included in the Proxy
Statement and other relevant documents when they are filed with the
SEC. Free copies of these documents may be obtained as described in
the preceding paragraph.
Investor Relations ContactChris Tyson/Larry
Holub949-491-8235MICT@mzgroup.uswww.mzgroup.us
MICT Inc. Contact
InformationEmail: info@mict-inc.com
Phone: (201) 225-0190
Tingo, Inc. Contact
Information
Rory BowenChief of Staff – Tingo, Inc.
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