UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
x |
Definitive Additional Materials |
¨ |
Soliciting Material Pursuant to § 240.14a-12 |
MIX TELEMATICS LIMITED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x |
No fee required. |
¨ |
Fee paid previously with preliminary materials. |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
MiX TELEMATICS LIMITED
(Incorporated in the Republic
of South Africa)
(Registration number 1995/013858/06)
JSE share code: MIX ISIN: ZAE000125316
NYSE share code: MIXT
LEI Code: 529900S6HHR7CK7BU646
(“MiX Telematics”)
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UPDATE TO THE PROPOSED TRANSACTION |
Unless otherwise indicated, capitalised words
and terms contained in this announcement shall bear the same meanings ascribed thereto in the joint firm intention announcement published
by MiX Telematics and PowerFleet, Inc. (“PowerFleet”) on SENS on 10 October 2023.
FULFILMENT OF PRE-MEETING CONDITIONS
Shareholders are referred to the various announcements
published on SENS on 10 October 2023, 22 November 2023 and 30 January 2024 relating to the Proposed Transaction and are advised that the
conditions that were required to be fulfilled or waived by the Pre-General Meeting Date as set out in the Scheme Circular, have been fulfilled
or, to the extent required and permitted in terms of the Scheme, waived by Mix Telematics and PowerFleet (“the parties”).
Shareholders are further advised that on 14 February
2024 the Competition Commission granted merger approval in respect of the Proposed Transaction, subject to certain conditions acceptable
to the parties.
MiX Telematics shareholders should note that the
Scheme remains subject to the fulfilment or waiver, as applicable, of the remaining Scheme Conditions, as set out in paragraph 8.1.1 of
the Scheme Circular. Shareholders will be provided with a further update regarding the fulfilment or waiver, as the case may be, of all
of the Scheme Conditions via SENS in due course.
RESPONSIBILITY STATEMENT
The Independent Board and the MiX Telematics board
(to the extent that the information relates to MiX Telematics) collectively and individually accept responsibility for the information
contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement
relating to MiX Telematics is true and this announcement does not omit anything that is likely to affect the importance of such information.
The board of directors of PowerFleet (to the extent
that the information relates to PowerFleet) collectively and individually accept responsibility for the information contained in this
announcement and certify that to the best of their knowledge and belief, the information contained in this announcement relating to PowerFleet
is true and this announcement does not omit anything that is likely to affect the importance of such information.
27 February 2024
Corporate advisor and sponsor to MiX Telematics
U.S. legal advisors to MiX Telematics
U.S. financial advisor to MiX Telematics
U.S. legal advisors to PowerFleet
SA legal advisors to PowerFleet
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, which includes a joint proxy statement
of Mix Telematics and PowerFleet and a prospectus of PowerFleet. Mix Telematics and PowerFleet commenced the mailing of the joint proxy
statement/prospectus on January 29, 2024. Each of Mix Telematics and PowerFleet may also file other relevant documents with the SEC regarding
the proposed transaction. Any holder of MiX Ordinary Shares through an intermediary such as a broker/dealer or clearing agency or MiX
ADSs should consult with their intermediary or The Bank of New York Mellon, the depositary for the MiX ADSs, as applicable, about how
to obtain information on Mix Telematics’ shareholder meeting. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN)
AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS. Investors and shareholders will be able to obtain free copies of these documents
(if and when available) and other documents containing important information about Mix Telematics and PowerFleet once such documents are
filed with the SEC through the website maintained by the SEC at www.sec.gov. Mix Telematics and PowerFleet may file other relevant materials
with the SEC in connection with the Transactions. Mix Telematics and PowerFleet will make available copies of materials they file with,
or furnish to, the SEC free of charge at http://investor.mixtelematics.com and https://ir.powerfleet.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.
Participants
in the Solicitation
Mix Telematics, PowerFleet and their respective
directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies
from Mix Telematics’ shareholders and PowerFleet’s stockholders in connection with the Transactions. Securityholders may obtain
information regarding the names, affiliations and interests of Mix Telematics’ directors and executive officers in the joint proxy
statement/prospectus, 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.
Securityholders may obtain information regarding the names, affiliations and interests of the PowerFleet’s directors and executive
officers in the joint proxy statement/prospectus, 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. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, may be contained in other relevant materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should read such materials carefully when they become available before making
any voting or investment decisions. You may obtain free copies of these documents from Mix Telematics or PowerFleet using the sources
indicated above.
Cautionary
Note Regarding Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of federal securities laws. Mix Telematics’, PowerFleet’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. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions
are intended to identify 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 Transactions in the anticipated
timeframe or at all; (ii) the satisfaction of the closing conditions to the Transactions including, but not limited to the ability to
obtain approval of the shareholders of Mix Telematics and stockholders of PowerFleet and the ability to obtain the Financing; (iii) the
failure to obtain necessary regulatory approvals; (iv) the ability to realize the anticipated benefits of the Transactions; (v) the ability
to successfully integrate the businesses; (vi) disruption from the Transactions making it more difficult to maintain business and operational
relationships; (vii) the negative effects of the announcement of the Transactions or the consummation of the Transactions on the market
price of PowerFleet’s or Mix Telematics’ securities; (viii) significant transaction costs and unknown liabilities; (ix) litigation
or regulatory actions related to the Transactions; and (x) such other factors as are set forth in the periodic reports filed by PowerFleet
and Mix Telematics with the 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
communication are made only as of the date of this communication, and except as otherwise required by applicable securities law, neither
PowerFleet nor Mix Telematics assume any obligation nor do they intend to publicly update or revise any forward-looking statements to
reflect subsequent events or circumstances.
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