TINGO FILES DEFINITIVE INFORMATION STATEMENT TO MERGE ITS SOLE OPERATING SUBSIDIARY WITH NASDAQ-TRADED MICT

Rhea-AI Summary

Tingo announced the merger of its subsidiary, Tingo Mobile, with MICT, a financial technology firm, expected to close by November 30, 2022. The merger involves MICT issuing shares to Tingo, equating to a 19.9% stake initially, with potential conversion to 75% ownership post-approval. This move aims to create a profitable Agri-Fintech powerhouse with projected revenue over $1 billion, enhancing market presence in Africa and Asia. Tingo Mobile's CEO highlighted the merger's potential to improve visibility and acquisition prospects in the global financial market.

Positive

• Merger expected to yield annual revenues exceeding $1 billion.
• Tingo Mobile to gain up to 75% ownership of MICT post-merger.
• Strategic expansion into African and Asian markets.

Negative

• None.

Merger of Tingo Mobile and MICT Expected to Complete by the End of November

NEW YORK, Nov. 09, 2022 (GLOBE NEWSWIRE) -- Tingo, Inc, OTC Markets (TMNA) (“Tingo” or the “Company”) announced that it has filed a Definitive Information Statement with the U.S. Securities and Exchange Commission (“SEC”) to complete the merger of Tingo Mobile PLC (“Tingo Mobile”), the Company’s wholly-owned subsidiary, with MICT, Inc., a Nasdaq-traded financial technology firm. Based on the date of the filing and anticipated mailing of the Information Statement shortly thereafter, the closing of the merger is expected on or about November 30, 2022.

At the closing, in exchange for the ownership of Tingo Mobile, MICT will issue Tingo shares of its common stock equal to 19.9% of MICT’s outstanding shares, as well as Series A and Series B convertible preferred stock. Subsequent to the closing, MICT intends to seek shareholder approval, as well as Nasdaq approval of the conversion of the preferred stock into MICT common stock, which following receipt would give Tingo ownership of 75% of MICT’s outstanding shares.

The merger of Tingo Mobile and MICT is expected to create a highly profitable Fintech and Agri-Fintech company, with annualized revenues expected to exceed $1.0 billion, serving the African and Asian markets with a global expansion strategy.

Dozy Mmobuosi, the Chief Executive Officer of Tingo Mobile, commented: “The filing and mailing of the Information Statement puts the merger of our company and MICT on course to be completed in the current month. We are excited to join forces with MICT to accelerate the expansion of our business throughout Africa and other regions, as well as dollarize Tingo Mobile’s Agri-Fintech platform, Nwassa and TingoPay. In addition, the merger of Tingo Mobile with a Nasdaq-listed company will enable us to have greater visibility in global financial markets, as well as provide us improved acquisition prospects in the Agri-Fintech space.”

About Tingo

Tingo, through its wholly-owned subsidiary Tingo Mobile, is the leading Agri-Fintech company operating in Africa, with a marketplace platform that empowers social upliftment through mobile, technology and financial access for rural farming communities. Tingo’s novel “device as a service” model allows it to add market leading applications to enable customers to trade, buy top ups, pay bills, access insurance and lending services. With 9.3 million existing customers, Tingo is seeking to expand its operations across select markets in Africa. Tingo’s strategic plan is to become the eminent Pan-African Agri-Fintech business delivering social upliftment and financial inclusion to millions of SME farmers and women-led businesses.

Tingo, including its subsidiary Tingo Mobile, offers its comprehensive platform service through use of smartphones – ‘device as a service’ (using GSM technology) -- to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a ‘one stop shop’ solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from ‘seed to sale’.

As of June 30, 2022, Tingo had approximately 9.3 million subscribers using its mobile phones and Nwassa platform. Nwassa is Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to markets in which they operate. Farm produce can be shipped from farms across Africa to any part of the world, in both retail and wholesale quantities. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Tingo’s system provides real-time pricing, straight from the farms, eliminating middlemen. Tingo’s users pay for produce bought using available pricing on its platform.

The platform has created an escrow solution that secures the buyer, funds are not released to Tingo members until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to its members.

Although Tingo has a large retail subscriber base, it is essentially a business-to-business-to-consumer ("B2B2C”) business model. Each subscriber is a member of one of two large farmers’ cooperatives with whom Tingo has a contractual relationship and which relationship facilitates the distribution of Tingo branded smartphones into various rural communities of member farmers. Tingo’s smartphones and its proprietary applications allow Tingo to distribute its wider array of Agri-Fintech services and generate the diverse revenue streams.

Safe Harbor and Forward-Looking Statements

This press release contains certain forward-looking statements regarding possible future circumstances. These forward-looking statements are based upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, in particular, any risks and uncertainties with respect to the Company’s operations, as well as those contained in the Company’s quarterly, annual, and periodic filings with the Securities and Exchange Commission. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material.

Contacts
Corporate and Media Contacts:
Tingo, Inc.
(646) 847-0144

FAQ

What is the expected closing date for TMNA's merger with MICT?

The merger of Tingo Mobile and MICT is expected to close on or about November 30, 2022.

What percentage of MICT shares will Tingo initially own after the merger?

Tingo will initially own 19.9% of MICT's outstanding shares after the merger.

What is the projected annual revenue for the merged entity of TMNA and MICT?

The merged entity is projected to have annual revenues exceeding $1 billion.

How will the merger impact Tingo's market position?

The merger is expected to enhance Tingo's market position by expanding its operations in Africa and Asia.