Completion of Regulatory Milestones Results in
Scheduled Shareholders Meetings
WOODCLIFF LAKE, N.J., Jan. 30,
2024 /PRNewswire/ -- Powerfleet, Inc. (Nasdaq:
PWFL) and MiX Telematics Limited (NYSE: MIXT, JSE: MIX) today
announced that their respective shareholders meetings will be held
virtually on Wednesday, February 28,
2024 to vote on the proposed business combination between
the parties. Powerfleet's shareholder meeting will be held at
10:00 a.m., Eastern Time and MiX's
shareholder meeting will be held at 2:30
p.m., SAST.
The Powerfleet and MiX teams have worked diligently to satisfy
all necessary regulatory requirements, in both South Africa and the U.S., to proceed with the
shareholders meetings. The registration statement, which contains
the joint proxy statement/prospectus relating to the transaction
and the shareholders meetings, was declared effective by the SEC on
January 24, 2024. Powerfleet and MiX
commenced mailing of the joint proxy statement/prospectus on
January 29, 2024. The scheme circular
(together with the prospectus for the Powerfleet secondary listing
on the JSE) with respect to the MiX shareholders meeting will be
distributed by MiX to MiX shareholders today, Tuesday, January 30, 2024. The extensive work
completed since signing the deal on October
10, 2023 has further prepared the companies to realize the
anticipated strategic and financial benefits from the
combination.
"I am delighted by the completion of the regulatory steps
required for us to arrive at the shareholders meetings next month.
These meetings represent a significant step towards the closing of
our transformative combination with MiX," said Steve Towe, Powerfleet's Chief Executive
Officer, who will continue serving as CEO of the combined
Powerfleet company. "As we shared at our joint investor day in
November, the business combination is expected to unlock
significant incremental value creation opportunities while
establishing Powerfleet as a world-leading AIoT SaaS company,
giving us the speed and capability to achieve accelerated growth in
high-quality recurring revenues and expanded profitability more
quickly. We have been extremely encouraged with the engagement of
new prospective investors following the deal announcement and
Investor Day event."
Stefan Joselowitz, Chief Executive Officer at MiX Telematics,
intends to retire at the conclusion of this transaction, but plans
to continue to be a shareholder of the new combined entity.
Joselowitz added, "My confidence and excitement for the transaction
has grown even greater throughout the regulatory process period. As
a shareholder, I strongly believe that the combined leadership
group with Steve's stewardship, Powerfleet's Unity strategy, and
our combined scale will undoubtedly accelerate the achievement of
our shared strategic goals."
The transaction is expected to close at the beginning of
April 2024, subject to the
satisfaction of customary conditions, including obtaining the
required shareholder approvals. Upon closing, the combined business
will be branded as Powerfleet, with its primary listing on
Nasdaq.
ABOUT POWERFLEET
Powerfleet (Nasdaq: PWFL; TASE: PWFL)
is a global leader of internet of things (IoT)
software-as-a-service (SaaS) solutions that optimize the
performance of mobile assets and resources to unify business
operations. Our data science insights and advanced modular software
solutions help drive digital transformation through our customers'
and partners' ecosystems to help save lives, time, and money. We
help connect companies, enabling customers and their customers to
realize more effective strategies and results. Powerfleet's tenured
and talented team is at the heart of our approach to partnership
and tangible success. The company is headquartered in Woodcliff Lake, New Jersey, with our Pointer
Innovation Center (PIC) in Israel
and field offices around the globe. For more information, please
visit www.powerfleet.com.
ABOUT MIX TELEMATICS
MiX Telematics is a leading global provider of fleet and mobile
asset management solutions delivered as SaaS to over 1 million
global subscribers spanning more than 120 countries. The company's
products and services provide enterprise fleets, small fleets, and
consumers with efficiency, safety, compliance, and security
solutions. MiX Telematics was founded in 1996 and has offices
in South Africa, the United Kingdom, the United
States, Uganda, Brazil, Mexico and Australasia
as well as a network of more than 130 fleet partners worldwide. MiX
Telematics shares are publicly traded on the Johannesburg Stock
Exchange ("JSE") (JSE: MIX) and the New York Stock Exchange
(NYSE: MIXT). For more information,
visit www.mixtelematics.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking
statements within the meaning of federal securities laws.
Powerfleet's, MiX's and the combined business'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. Forward-looking
statements may be identified by words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan,"
"may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions.
These forward-looking statements include, without limitation,
the parties' expectations with respect to their beliefs, plans,
goals, objectives, expectations, anticipations, assumptions,
estimates, intentions and future performance, as well as
anticipated financial impacts of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction
and the timing of the completion of the proposed transaction.
Forward-looking statements involve significant known and unknown
risks, uncertainties and other factors, which may cause their
actual results, performance or achievements to be materially
different from the future results, performance or achievements
expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements
that could be forward-looking statements. Most of these factors are
outside the parties' control and are difficult to predict. The
risks and uncertainties referred to above include, but are not
limited to, risks related to: (i) the completion of the proposed
transaction in the anticipated timeframe or at all; (ii) the
satisfaction of the closing conditions to the proposed transaction
including, but not limited to the ability to obtain approval of the
stockholders of Powerfleet and shareholders of MiX and the ability
to obtain financing; (iii) the failure to obtain necessary
regulatory approvals; (iv) the ability to realize the anticipated
benefits of the proposed transaction; (v) the ability to
successfully integrate the businesses; (vi) disruption from the
proposed transaction making it more difficult to maintain business
and operational relationships; (vii) the negative effects of the
announcement of the proposed transaction or the consummation of the
proposed transaction on the market price of MiX's or Powerfleet's
securities; (viii) significant transaction costs and unknown
liabilities; (ix) litigation or regulatory actions related to the
proposed transaction; and (x) such other factors as are set forth
in the periodic reports filed by MiX and Powerfleet with the
Securities and Exchange Commission ("SEC"), including but not
limited to those described under the heading "Risk Factors" in
their annual reports on Form 10-K, quarterly reports on Form 10-Q
and any other filings made with the SEC from time to time, which
are available via the SEC's website at http://www.sec.gov.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove to be incorrect, actual results
may vary materially from those indicated or anticipated by these
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements.
The forward-looking statements included in this press release
are made only as of the date of this press release, and except as
otherwise required by applicable securities law, neither MiX nor
Powerfleet assumes any obligation, nor do they intend to publicly
update or revise any forward-looking statements to reflect
subsequent events or circumstances.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In
connection with the proposed transaction, Powerfleet has filed, and
the SEC declared effective on January 24,
2024, a registration statement on Form S-4 that includes a
joint proxy statement of Powerfleet and MiX Telematics and that
also constitutes a prospectus of Powerfleet. Powerfleet and MiX
Telematics commenced the mailing of the joint proxy
statement/prospectus on January 29,
2024. Each of Powerfleet and MiX Telematics may also file
other relevant documents with the SEC regarding the proposed
transaction. This press release is not a substitute for the
definitive joint proxy statement/prospectus or any other document
that Powerfleet or MiX Telematics may file with the SEC.
Additionally, MiX is distributing a scheme circular in respect of
the scheme and a prospectus for the Powerfleet secondary listing on
the JSE to MiX shareholders in accordance with the Companies Act of
South Africa (including the
Companies Act Regulations, 2011 thereunder) and the JSE Listings
Requirements. The scheme circular includes a notice of general
meeting convening a shareholder meeting at which MiX
shareholders will be asked to vote on the proposed transaction,
which, together with the Powerfleet prospectus, will contain all
relevant information for MiX shareholders voting on the proposed
transaction. If you hold MiX ordinary shares through an
intermediary such as a broker/dealer or clearing agency, or if you
hold MiX American Depositary Shares (ADS), you should consult with
your intermediary or The Bank of New York Mellon, the depositary
for the MiX ADSs, as applicable, about how to obtain information on
the MiX shareholder meeting. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE
FILED WITH, OR FURNISHED TO, THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and shareholders can obtain free copies of these documents and
other documents containing important information through the
website maintained by the SEC at www.sec.gov. Powerfleet or
MiX Telematics make available copies of materials they file with,
or furnish to, the SEC free of charge
at https://ir.powerfleet.com and http://investor.mixtelematics.com,
respectively.
NO OFFER OR SOLICITATION
This communication shall not
constitute an offer to buy or sell any securities, or the
solicitation of an offer to buy or sell any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer 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.
PARTICIPANTS IN THE SOLICITATION
Powerfleet, MiX and their respective directors, executive officers
and certain employees and other persons may be deemed to be
participants in the solicitation of proxies from the shareholders
of Powerfleet and MiX in connection with the proposed transaction.
Securityholders may obtain information regarding the names,
affiliations and interests of Powerfleet's directors and executive
officers in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC
on March 31, 2023, its amended Annual Report on Form 10-K/A
for the year ended December 31, 2022, which was filed with the
SEC on May 1, 2023, and its definitive proxy statement for its
2023 annual meeting of stockholders, which was filed with the SEC
on June 21, 2023. Securityholders may obtain information
regarding the names, affiliations and interests of MiX's directors
and executive officers in its Annual Report on Form 10-K for the
year ended March 31, 2023, which was filed with the SEC
on June 22, 2023, and its definitive proxy statement for its
2023 annual general meeting of shareholders, which was filed with
the SEC on July 28, 2023. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should
read the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may
obtain free copies of these documents from Powerfleet or MiX using
the sources indicated above.
Powerfleet Investor Contact
Matt Glover
Gateway Group, Inc.
PWFL@gateway-grp.com
+1 (949) 574-3860
Powerfleet Media Contact
Andrea Hayton
ahayton@powerfleet.com
+1 (610) 401-1999
MiX Telematics Investor Contact
Cody Cree
Gateway Group, Inc.
+1 (949) 574-3860
MIXT@gateway-grp.com
MiX Telematics Media Contact
Jonathan Bates
jonathan.bates@mixtelematics.com
+44 7921 242892
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SOURCE Powerfleet