MONTVALE, NJ, Oct. 07, 2022 (GLOBE NEWSWIRE) — MICT, Inc. (NASDAQ: MICT) and Tingo, Inc. (OTC Markets: TMNA), today announced the Company has signed a new merger agreement with Tingo, under new acquisition terms, whereby MICT is now acquiring 100% of the Operating Business and Assets of Tingo at the initial closing of the transaction, in return for the issuance by MICT of a combination of 19.9% of MICT’s common stock and two series of convertible preference shares (which if fully converted by Tingo and all conversion conditions are met, would result in Tingo owning 75% of MICT).
The primary reasons for the new merger structure are to expedite the launch of Tingo’s food-produce export business, as enabled through funding from MICT, benefiting from several high-margin and material export contracts that will allow the shift of a substantial part of Tingo’s revenues directly into US dollars. The transaction also enables the acceleration of the development and launch of Tingo’s commodity platform and commodity trading business.
Tingo is a leading Fintech and Agri-Fintech business on the African Continent, offering its growing number of customers a range of technology backed solutions and platforms, a key objective of which is to foster digital inclusion and financial empowerment, including to the farming sector, with the aim of enabling farmers to increase crop yields, reduce crop wastage, improve margins and meaningfully contribute towards tackling the growing global problem of food security.
As previously reported in Tingo’s Q2 2022 Form 10-Q, in the first half of 2022, Tingo’s operating business reported revenue of $525.7 million, gross profit of $317.4 million, and net income before tax of $298.4 million, which equated to substantial growth as compared to the first half of 2021. In addition to its expected ongoing organic growth, the results of Tingo’s operating business for the fourth quarter and second half of 2022 are expected to benefit significantly from several new business-streams, including the full launch of the Tingo Mobile super-app, the roll-out of the pan-African Visa partnership, and the launch of the food-produce export business.
Upon initial closing, MICT welcomes two of the existing directors of Tingo onto its Board, namely John Brown (Tingo Co-Chairman) and Kenneth Denos (Tingo Executive VP, General Counsel and Corporate Secretary).
MICT is also today announcing the appointment of Deloitte (Brightman Almagor Zohar & Co., A Firm in the Deloitte Global Network) as the Group independent auditor, and the appointment of Haitong Securities USA LLC (“Haitong”) as financial advisor.
Darren Mercer, Chief Executive Officer of MICT, commented: “The Board of MICT and I are extremely excited about the tremendous prospects and opportunities arising from this new transaction. It will have an immediate material positive impact on the income, earnings and balance sheet of MICT from the date of initial closing, which is expected to occur during November 2022 (following the receipt of Tingo’s stockholder approval, in relation to which voting support agreements have been received covering approximately 70% of Tingo’s issued common stock).
“Tingo has clearly demonstrated its capabilities and technology, and its operating business is now extremely well positioned to expand globally, including through its upcoming new business streams and product launches.
“We anticipate that the dollarization of Tingo’s business, as supported by access to our funding, will significantly elevate the value and quality of earnings of Tingo’s operating business, and is therefore a high priority focus for us in terms of where we can immediately add substantial value.
“In my opinion, it is unquestionable that this transaction delivers a huge enhancement to our stockholders, not least from the fact that MICT as a group will be significantly profitable, from the date of closing, and will be in a very strong position to further enhance earnings from 2023 and beyond.
“It makes me immensely proud that through the Tingo acquisition, MICT will be assisting in providing solutions to alleviate the world’s growing problem of food security and elevating poor communities out of poverty, for example through its fintech solutions that foster financial inclusion and empowerment.
“I look forward to John Brown and Kenneth Denos joining the Board, where their respective skillsets and in-depth knowledge of Tingo and Africa will prove invaluable.
“In addition, we believe the appointment of Deloitte, as the group independent auditor, and of Haitong, as our financial advisor, will be of valuable assistance to our business going forward.
Structure of the Transaction
In order to achieve the above-mentioned benefits, not least the acceleration of MICT’s acquisition of the operating business and assets of Tingo, the parties have entered into a new merger structure, which involves a three-step transaction, the first step of which is expected to close in November. As part of the new three step transaction structure, following receipt of the approval of Tingo’s stockholders, MICT will acquire 100% of the operating business and assets of Tingo, and certain of Tingo’s liabilities, in exchange for (i) shares of MICT’s common stock, representing 19.9% of its outstanding common stock; (ii) shares of a newly-formed Series A Convertible Preferred Stock, which will convert into an additional 20.1% of the issued and outstanding shares of MICT common stock, upon receipt of MICT stockholder approval; and (iii) shares of a newly-formed Series B Convertible Preferred Stock, which will convert into an additional 35% of the issued and outstanding shares of MICT common stock, upon receipt of MICT stockholder approval and Nasdaq change of control approval. In the event that all three steps are completed, Tingo would own 75% of MICT’s common stock, based on the number of shares of common stock outstanding today. If MICT does not receive stockholder approval or Nasdaq does not approve the change of control, MICT will redeem the outstanding Series A Convertible Preferred and Series B Convertible Preferred, or potentially dilute its ownership in the acquired operating business and assets of Tingo.
Additionally, in order to expedite the expansion of Tingo’s operating business and its ability to enter into certain new contracts, MICT has approved a loan of $20 million to Tingo which it intends to fund within the upcoming days. Upon the closing of the transactions described above, the $20 million loan will be assumed by a wholly-owned subsidiary of MICT and remain outstanding as an intercompany loan.
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, the London 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.
