Net Element Releases Letter to Shareholders

Rhea-AI Summary

Net Element, Inc. (NASDAQ: NETE) is progressing with its merger with Mullen Technologies while reducing operating expenses in its payments processing segment. The merger agreement caps outstanding shares at 75 million, but the exact number at closing remains uncertain. As of August 18, 2020, if the share price remains constant, outstanding shares may be around 50 million. The merger's completion depends on customary conditions including regulatory and shareholder approvals. More details are available in their Form 8-K filed with the SEC on August 5, 2020.

Positive

• Merger with Mullen Technologies progressing, which could enhance future operational capabilities.
• Steps taken to reduce operating expenses, potentially improving profitability.

Negative

• Uncertainty regarding the actual number of shares outstanding at the merger closing.
• Potential dilution of shares if the share price decreases before the closing date.

MIAMI, Aug. 19, 2020 (GLOBE NEWSWIRE) -- via NetworkWire -- Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a global technology and value-added solutions group that supports electronic payments acceptance in a multi-channel environment including point-of-sale (“POS”), today issues the following letter to shareholders.

Dear Fellow Shareholders,

We hope you and your loved ones remain safe and healthy during this COVID pandemic.  We continue working diligently on the pending merger with Mullen Technologies and we have taken steps to reduce operating expenses related to our payments processing business as we go through the process contemplated by the Merger Agreement. 

Since announcing the contemplated merger, we have received a number of inquiries from shareholders requesting clarification regarding the expected number of shares that will be outstanding at closing if the pending merger with Mullen were to be approved.  The Merger Agreement provides for a cap of 75 million outstanding shares at the closing of the transaction which cannot be exceeded without both parties’ approval; however, this is a maximum number and there is no way of knowing the actual number of shares that will be outstanding at that time. By way of example only, if the share price on the transaction closing date is the same as the closing price on August 18, 2020, the Company anticipates that the number of shares outstanding at closing will be approximately 50 million.  If the share price on the transaction closing date is less than the closing price on August 18, 2020, the Company anticipates that the number of shares outstanding at closing will be greater than 50 million but subject to the 75 million share cap.

After Mullen’s completion and delivery to the Company of its audited financial statements, the Company intends to prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the proxy statement will be included as a part of the prospectus, in connection with the registration under the Securities Act of the shares of the Company to be issued in connection with the transactions contemplated in the Merger Agreement.

Consummation of the merger, the divestiture, the private placement and the other transactions contemplated in the Merger Agreement, are subject to customary conditions including, among others, regulatory approvals and the approval of the Company’s stockholders.

Additional details regarding the merger, including the complete Merger Agreement, may be found in Net Element's report on Form 8-K, which was filed with the Securities and Exchange Commission (SEC) on Aug. 5, 2020, and may be obtained from the SEC website at https://sec.report/CIK/0001499961.

Sincerely,

Oleg Firer
Executive Chairman
Chief Executive Officer
Net Element, Inc.

About Net Element
Net Element, Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise ("SME") in the U.S. and selected emerging markets. In the U.S., the Company aims to grow transactional revenue by innovating SME productivity services using various technology solutions and Aptito, the Company’s cloud-based, restaurant and retail point-of-sale solution. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions. Net Element was ranked as one of the fastest growing companies in North America on Deloitte's 2017 and 2018 Technology Fast 500™. In 2017, the Company was recognized by South Florida Business Journal as one of 2016's fastest-growing technology companies. Further information is available at www.NetElement.com.

Forward-Looking Statements
Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential," and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. An example of such risk and uncertainty is whether the conditions precedent to merger with Mullen Technologies will be met, whether the contemplated merger will be consummated and if so, whether shareholders of the Company will realize any benefit from the merger, and what the total number of outstanding shares of the Company will be on the closing date of the transaction. Additional examples of such risks and uncertainties include but are not limited to (i) Net Element's ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element's ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element's ability to successfully expand in existing markets and enter new markets; (iv) Net Element's ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element's business; (viii) changes in government licensing and regulation that may adversely affect Net Element's business; (ix) the risk that changes in consumer behavior could adversely affect Net Element's business; (x) Net Element's ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; and (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

Contact:
Net Element, Inc.
+1 (786) 923-0502
www.NetElement.com
Media@NetElement.com

Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com

FAQ

What is the current status of Net Element's merger with Mullen Technologies?

Net Element is actively working on the merger and has announced steps to reduce operating expenses.

What is the expected number of shares outstanding after the merger of NETE?

The merger agreement caps shares at 75 million, but approximately 50 million shares may be outstanding if the share price remains the same as on August 18, 2020.

When will Net Element file its registration statement related to the merger?

Net Element plans to file the registration statement after receiving Mullen's audited financial statements.

What conditions must be met for the merger between Net Element and Mullen to close?

The merger is subject to customary conditions, including regulatory approvals and stockholder approval.