MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT) Files An 8-K Regulation FD DisclosureItem 7.01.
On July 2, 2018, Micronet Enertec Technologies, Inc. (the “Company”) entered into a letter of intent (the “LOI”) with respect to the following transactions (the “Transactions”) contemplated to be entered into by and among the Company, BNN Technology PLC, a leading technology, content and services company (“BNN”), and an unrelated third party that is a leading platform as a service provider of transaction technology (the “Third Party”):
| ● | BNN will seek to acquire, through a third-party cash tender offer at a price of at least $1.65, an additional approximately 35% stake in the Company (in addition to the 14.89% stake acquired on June 21, 2018), with a view to owning in aggregate at least 50.1% of the company’s issued shares. |
| ● | Both BNN and the Third Party shall be acquired by the Company in exchange for cash and the issuance of securities. The Third Party acquisition is to a Heads of Terms, which BNN has previously entered into with the Third Party. |
| ● | All of the shares of Micronet Tel Aviv held by the Company will be spun off to the Company’s shareholders that remain shareholders after the completion of the tender offer. Micronet Tel Aviv is a publicly traded Israeli company (TASE: MCRNl.TA) that is 49.89% owned by the Company. |
| ● | The Company will raise a minimum of between $26-$36 million from major global institutional investors. |
The LOI is intended to express only a mutual indication of interest in the Transactions and does not represent a legally binding commitment or obligation on the part of the parties, and there can be no assurances that the Transactions will be consummated. As a result of the Transactions, it is contemplated that the Company will own BNN and the Third Party.
Copies of the LOI and the press release issued in connection with the Transactions are furnished herewith as Exhibits 99.1 and 99.2, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| No. | Description |
| 99.1 | Letter of Intent |
| 99.2 | Press Release |
MICRONET ENERTEC TECHNOLOGIES, INC. ExhibitEX-99.1 2 f8k070218ex99-1_micronet.htm LETTER OF INTENT Exhibit 99.1 BNN Technology plc First Floor Mallory House Goostrey Way Knutsford Cheshire,…To view the full exhibit click here
About MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT)
Micronet Enertec Technologies, Inc. (Micronet Enertec) operates through Israel-based companies, which include Enertec Systems 2001 Ltd (Enertec), its subsidiary, and Micronet Ltd (Micronet), which develops, manufactures, integrates and markets rugged computers, tablets and computer-based systems and instruments for the commercial, defense and aerospace markets. The Company’s segments include defense and aerospace segment, and mobile resource management (MRM). The Company’s products, solutions and services are designed to perform in severe environments and battlefield conditions. Micronet operates in the commercial mobile resource management market and is a developer, manufacturer and provider of mobile computing platforms, designed for integration into fleet management and mobile workforce management solutions. Enertec operates in the defense and aerospace markets. Enertec designs, develops and manufactures computer based instruments and aerospace electronic solutions.