MICT, Inc. (Nasdaq: MICT), (the “Company" or “MICT”), has provided
a corporate update.
Corporate Update
As previously announced, MICT is scheduled to
complete the acquisition of the operating business and assets of
Tingo Inc. (“Tingo”) by November 30, 2022, which will be achieved
through the acquisition of 100% of Tingo’s sole operating
subsidiary, Tingo Mobile Limited (“Tingo Mobile”). In return, 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.
Following the completion of the acquisition of
Tingo Mobile, MICT is expected to have a cash position in excess of
$300 million (as reported in the Q3 2022 Form 10-Qs of MICT and
Tingo), as well as an annualized revenue run rate approaching USD
$1.2 billion and a net income before tax run rate approaching USD
$650 million. As a consolidated entity, revenues and net income are
expected to increase considerably further in 2023, and a
substantial proportion of those earnings are anticipated to be
generated in US Dollars.
Darren Mercer,
MICT’s Chief Executive
Officer, commented, “The acquisition of Tingo Mobile will
not only make MICT significantly profitable from Q4 2022 onwards,
it also provides us with a robust balance sheet that allows us to
implement several strategic initiatives, including a considerable
stock buyback program, which we are considering at the current
time. As stated previously, there is a substantial disconnect
between our current share price and the true value of the Company.
We therefore believe a sizeable share repurchase program will
create a significant increase in value for our shareholders.”
On November 28, 2022, MICT filed a preliminary
proxy statement for the annual meeting of stockholders, which will
be held on December 30, 2022, at 8:00 a.m. Eastern Time. The formal
meeting notice and proxy statement for the Annual Meeting can be
found here. The Annual Meeting will be a completely virtual meeting
of stockholders, which will be conducted via live webcast.
Shareholders will be able to attend the Annual Meeting online, vote
and submit questions during the Annual Meeting at the following
website address:
https://www.virtualshareholdermeeting.com/MICT2022.
MICT believes the closing of the merger with
Tingo, Inc. will resolve the Nasdaq minimum bid price requirement.
If however for some reason the minimum bid price is not otherwise
achieved, MICT will consider alternative options to regain
compliance, including a reverse stock split of the issued and
outstanding shares of common stock, as referenced in the
preliminary proxy statement. While a reverse stock split would not
adversely impact the shareholdings of MICT’s stockholders, the
Board of MICT does not intend to take such action except as a last
resort.
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.
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.
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.
No Offer or 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. This
Press Release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Investor Relations ContactChris Tyson/Larry
Holub949-491-8235MICT@mzgroup.uswww.mzgroup.us
MICT Inc. Contact
InformationEmail: info@mict-inc.com Phone: (201)
225-0190
MICT (NASDAQ:MICT)
Historical Stock Chart
From Oct 2024 to Nov 2024
MICT (NASDAQ:MICT)
Historical Stock Chart
From Nov 2023 to Nov 2024