Exhibit
99.3
Filed
by PowerFleet, Inc.
Pursuant
to Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company: Mix Telematics Limited
Commission
File No.: 001-36027
Powerfleet
and MiX Telematics Announce Transformative Business Combination
Combination
Expected to Create Top-Tier Global Provider in Mobile Asset IoT Industry with Unparalleled Artificial Intelligence Enhanced SaaS Solution
Portfolio
~1.7
Million Combined Subscriber Base Expected to Provide Immediate Scale
Expected
to Create a Day One Business with Total Revenue of $279 Million, Including $210 Million of Recurring High-Margin SaaS Revenues
and Combined Service Gross Margins of 67%
In
Addition to Organic Growth, Combination is Expected to Unlock Significant Annual EBITDA Expansion Within First Two Years
Expected
to Deliver Significant Cross-Sell and Upsell Opportunities for Powerfleet’s Unity Platform, Modular Software, and AI-Driven Data
Solutions into Combined Base of 7,500 Enterprise Customers
Leadership
Teams to Host Joint Conference Call Today, October 10, 2023 at 8:30 AM ET
Joint
Investor Day Scheduled for Thursday, November 16, 2023 in New York City. Further Details Will Be Communicated Shortly
WOODCLIFF
LAKE, NJ – October 10, 2023 – PowerFleet, Inc. (Nasdaq: PWFL) and MiX Telematics Limited (NYSE:
MIXT, JSE: MIX) today announced that they have entered into a definitive agreement to form one of the largest mobile asset Internet
of Things (IoT) Software-as-a-Service (SaaS) providers in the world. This powerful combination will form a scaled, global entity of choice
focused on helping customers save lives, time, and money by solving mission-critical business challenges including safety and risk
management, compliance, sustainability, and operational efficiency.
BUSINESS
COMBINATION SUMMARY AND KEY DEVELOPMENTS
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● |
Combined
business with total revenue of $279 million, including $210 million in recurring high-margin SaaS revenue and $39 million
of adjusted EBITDA for the trailing twelve-month (TTM) period ended June 30, 2023 (excluding selected non-cash and non-recurring
items). |
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● |
The transaction
is expected to close in the first quarter of calendar year 2024. |
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Upon close,
the combined business will be branded as Powerfleet, with its primary listing on Nasdaq. |
MANAGEMENT
COMMENTARY
“By
leveraging our proven SaaS strategy across the combined business, spearheaded by our Unity platform and data highway, we firmly believe
we will be extremely well positioned to drive incremental market consolidation. Realizing transformative scale, this transaction with
MiX will provide the go-forward company with 1.7 million subscribers, and the ability to sell additive and accelerated AI and data-powered
software solutions to a truly global set of customers,” said Steve Towe, Powerfleet’s Chief Executive Officer, who will continue
serving as CEO of the combined Powerfleet company. “This combination is expected to achieve a number of strategic objectives including
unlocking strong incremental value creation opportunities; a refinanced balance sheet for the combined company that will provide more
flexibility to execute our strategic growth initiatives; and the ability to retain and attract an expanded portfolio of shareholders.
Combining with MiX, an extremely well-run and profitable organization, will establish the combined entity as a world-class SaaS company,
giving us the speed and capability to achieve improved growth in high quality recurring revenues and expanded profitability much sooner.”
Stefan
Joselowitz, Chief Executive Officer at MiX Telematics, intends to retire at the conclusion of this transaction, but plans to continue
to be a shareholder of the new combined entity. Joselowitz added, “I am extremely proud of our heritage and the high-quality business
MiX is today, and I am delighted to have finally found an ideal partner that shares our values and strategic goals to take the company
to the next level. We strongly believe that Powerfleet’s Unity strategy and our combined scale perfectly positions us to revolutionize
the mobile asset IoT SaaS industry and drive transformative growth. As a shareholder I am very excited about how this combination will
accelerate the achievement of our shared strategic goals.”
STRATEGIC
RATIONALE
Compelling
benefits expected from the transaction:
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● |
Enhanced
Shareholder Value: The transaction will immediately increase value to our existing and prospective shareholders with combined
total revenue of $279 million and $39 million of adjusted EBITDA. The stronger balance sheet paired with the growth-centric capital
structure is expected to propel the combined entity towards ambitious and achievable growth goals, including “Rule of 40”
performance. |
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Market
Leadership: The combined company will create a top-tier mobile asset IoT SaaS organization with significant scale, serving all
mobile asset types. The increased scale is expected to enable the combined entity to more efficiently serve our customers and create
advantage to compete in an industry characterized by the need for high pace of development and innovation. |
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Scale
and Data Strategy: With a combined base of approximately 1.7 million subscribers following the transaction, the joint entity
is expected to achieve significant scale as well as enhance our Unity platform strategy - including our AI-led data harmonization
and integration capabilities. |
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Research
and Development Excellence: By integrating the Powerfleet and MiX world-class engineering and technology teams, the combined
organization is expected to accelerate the delivery of top-class solutions with improved competitive advantage. |
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Go-to-Market
Acceleration and Increased Reach: Our combined geographical footprint, deep vertical expertise, and expanded software solution
sets coupled with our extensive direct and indirect sales channel capabilities will enable us to maximize significant cross-sell
and upsell opportunities within our impressive joint customer base. |
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World-Class
Talent: With more than 1,800 tenured and talented team members worldwide, the combined entity will focus on attracting and retaining
top talent to deliver optimal value to our customers. |
TRANSACTION
TERMS AND FINANCING
MiX
shareholders will exchange 100% of their outstanding MiX ordinary shares (including MiX ordinary shares represented by MiX American Depository
Shares (ADSs), each of which represents 25 MiX ordinary shares) for consideration consisting of Powerfleet common shares, payable at
closing. The number of Powerfleet common shares to be issued as consideration will be based on a post-transaction ownership structure,
whereby current MiX shareholders will own approximately 65%, and current Powerfleet shareholders will own approximately 35% of the combined
entity immediately following the closing of the transaction. This exchange ratio assumes all MiX issued ordinary shares (including those
represented by MiX ADSs) are exchanged for common shares in Powerfleet.
In
connection with the transaction, Powerfleet and MiX are positioned to secure $75 million in incremental debt which the companies anticipate
will be fully executed at or before close. The proceeds from the refinancing of the combined company’s balance sheet will
be used to redeem in full the outstanding convertible preferred stock held by affiliates of Abry Partners. Transaction-related
expenses will be paid from cash on the balance sheet.
The
closing of the transaction is subject to customary conditions, including required approvals of regulatory authorities and Powerfleet
and MiX shareholders.
BOARD
AND EXECUTIVE LEADERSHIP
Following
the transaction, Steve Towe will remain CEO of Powerfleet and David Wilson will remain CFO. Stefan Joselowitz, current CEO of MiX, will
be retiring.
A
new board of directors of Powerfleet will be formed. Michael Brodsky will be Chairman. Steve Towe will be on the board. Ian Jacobs, MiX
Telematics’ current Chairman, will be joining the board. MiX will appoint one additional board member and further board member
appointments will be made by mutual consent.
CONFERENCE
CALL AND WEBCAST
Powerfleet
and MiX Telematics management will host a joint conference call to discuss the transaction today, October 10, 2023 at 8:30 a.m. Eastern
time (5:30 a.m. Pacific time).
Toll
Free: 888-506-0062
International:
973-528-0011
South
Africa: 080-098-3458
Participant
Access Code: 193766
Webcast
The
conference call will be available for replay here.
If
you have any difficulty connecting with the conference call, please contact Gateway Group at 949-574-3860.
A
supplemental slide presentation regarding the transaction will be available on the investor relations section of each company’s
website.
TRANSACTION
ADVISORS
William
Blair & Company L.L.C. is acting as financial advisor, and Olshan Frome Wolosky LLP and Webber Wentzel are acting as legal advisors
to Powerfleet. Raymond James and Java Capital are acting as financial advisors to MiX Telematics, and DLA Piper LLP (US) and Java Capital
are acting as legal advisors to MiX Telematics. Gateway Group is acting as investor relations advisor to Powerfleet and MiX Telematics.
RECONCILIATION
OF EBITDA TO GAAP FINANCIAL MEASURE
| |
PWFL 12-Months Ended | | |
MIXT 12-Months Ended | | |
Combined 12-Months Ended | |
| |
30-Jun-23 | | |
30-Jun-23 | | |
30-Jun-23 | |
| |
$’000 | | |
$’000 | | |
$’000 | |
| |
| | |
| | |
| |
Net loss attributable to common stockholders | |
| (7,227 | ) | |
| 5,451 | | |
| (1,776 | ) |
Non-controlling interest | |
| 3 | | |
| 0 | | |
| 3 | |
Preferred stock dividend and accretion | |
| 5,062 | | |
| 0 | | |
| 5,062 | |
Interest (income) expense, net | |
| 1,607 | | |
| 1,007 | | |
| 2,614 | |
Other (income) expense, net | |
| (24 | ) | |
| 0 | | |
| (24 | ) |
Income tax (benefit) expense | |
| 1,395 | | |
| 7,153 | | |
| 8,548 | |
Depreciation and amortization | |
| 8,629 | | |
| 15,875 | | |
| 24,504 | |
Stock-based compensation | |
| 3,941 | | |
| 934 | | |
| 4,875 | |
Foreign currency translation | |
| (1,094 | ) | |
| 463 | | |
| (631 | ) |
Severance related expenses | |
| 1,380 | | |
| - | | |
| 1,380 | |
Gain on bargain purchase - Movingdots | |
| (7,517 | ) | |
| - | | |
| (7,517 | ) |
Acquisition related costs | |
| 540 | | |
| 784 | | |
| 1,324 | |
Impairment of long-lived assets | |
| - | | |
| 104 | | |
| 104 | |
Net loss/(profit) on sale of PP&E | |
| - | | |
| 4 | | |
| 4 | |
Restructuring costs | |
| - | | |
| 1,043 | | |
| 1,043 | |
Contingent consideration remeasurement | |
| - | | |
| (528 | ) | |
| (528 | ) |
Adjusted EBITDA | |
| 6,695 | | |
| 32,290 | | |
| 38,985 | |
ABOUT
POWERFLEET
Powerfleet
(Nasdaq: PWFL; TASE: PWFL) is a global leader of internet of things (IoT) software-as-a-service (SaaS) solutions that optimize the performance
of mobile assets and resources to unify business operations. Our data science insights and advanced modular software solutions help drive
digital transformation through our customers’ and partners’ ecosystems to help save lives, time, and money. We help connect
companies, enabling customers and their customers to realize more effective strategies and results. Powerfleet’s tenured and talented
team is at the heart of our approach to partnership and tangible success. The company is headquartered in Woodcliff Lake, New Jersey,
with our Pointer Innovation Center (PIC) in Israel and field offices around the globe. For more information, please visit www.powerfleet.com.
ABOUT
MIX TELEMATICS
MiX
Telematics is a leading global provider of fleet and mobile asset management solutions delivered as SaaS to over 1 million global subscribers
spanning more than 120 countries. The company’s products and services provide enterprise fleets, small fleets, and consumers with
efficiency, safety, compliance, and security solutions. MiX Telematics was founded in 1996 and has offices in South Africa, the United
Kingdom, the United States, Uganda, Brazil, Mexico and Australasia as well as a network of more than 130 fleet partners worldwide. MiX
Telematics shares are publicly traded on the Johannesburg Stock Exchange (JSE: MIX) and the New York Stock Exchange (NYSE: MIXT). For
more information, visit www.mixtelematics.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s, MiX’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.
These
forward-looking statements include, without limitation, the parties’ expectations with respect to their beliefs, plans, goals,
objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial
impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion
of the proposed transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors,
which may cause their actual results, performance or achievements to be materially different from the future results, performance or
achievements expressed or implied by 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 proposed transaction
in the anticipated timeframe or at all; (ii) the satisfaction of the closing conditions to the proposed transaction including, but not
limited to the ability to obtain approval of the stockholders of Powerfleet and shareholders of MiX and the ability to obtain financing;
(iii) the failure to obtain necessary regulatory approvals; (iv) the ability to realize the anticipated benefits of the proposed transaction;
(v) the ability to successfully integrate the businesses; (vi) disruption from the proposed transaction making it more difficult to maintain
business and operational relationships; (vii) the negative effects of the announcement of the proposed transaction or the consummation
of the proposed transaction on the market price of MiX’s or Powerfleet’s securities; (viii) significant transaction costs
and unknown liabilities; (ix) litigation or regulatory actions related to the proposed transaction; and (x) such other factors as are
set forth in the periodic reports filed by MiX and Powerfleet with the Securities and Exchange Commission (“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 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 press release are made only as of the date of this press release, and except as otherwise
required by applicable securities law, neither MiX nor Powerfleet assumes any obligation nor do they intend to publicly update or revise
any forward-looking statements to reflect subsequent events or circumstances.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the proposed transaction, Powerfleet intends to file with the SEC a registration statement on Form S-4 that will include
a joint proxy statement of Powerfleet and MiX and a prospectus of Powerfleet. Furthermore, Powerfleet intends to procure a secondary
inward listing on the Johannesburg Stock Exchange to accommodate existing and future South African Shareholders.
Additionally,
MiX intends to prepare a scheme circular for MiX shareholders in accordance with the Companies Act of South Africa (including the Companies
Act Regulations, 2011 thereunder) and the JSE’s listings requirements with respect to a shareholder meeting at which MiX shareholders
will be asked to vote on the proposed transaction. The scheme circular will be issued to MiX shareholders together with the proxy statement/prospectus.
If you hold MiX ordinary shares through an intermediary such as a broker/dealer or clearing agency, or if you hold MiX ADSs, you should
consult with your intermediary or The Bank of New York Mellon, the depositary for the MiX ADSs, as applicable, about how to obtain information
on the MiX shareholder meeting.
After
Powerfleet’s registration statement has been filed and declared effective by the SEC, Powerfleet will send the definitive proxy
statement/prospectus to the Powerfleet shareholders entitled to vote at the meeting relating to the proposed transaction, and MiX will
send the scheme circular, together with the definitive proxy statement/prospectus, to MiX shareholders entitled to vote at the meeting
relating to the proposed transaction. MiX and Powerfleet may file other relevant materials with the SEC in connection with the proposed
transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN), THE SCHEME CIRCULAR 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 PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of these documents (if and when available)
and other documents containing important information about Powerfleet and MiX once such documents are filed with the SEC through the
website maintained by the SEC at www.sec.gov. Powerfleet or MiX make available copies of materials they file with, or furnish to, the
SEC free of charge at https://ir.powerfleet.com and http://investor.mixtelematics.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 of 1933, as amended.
PARTICIPANTS
IN THE SOLICITATION
Powerfleet,
MiX and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the
solicitation of proxies from the shareholders of Powerfleet and MiX in connection with the proposed transaction. Securityholders may
obtain information regarding the names, affiliations and interests of Powerfleet’s directors and executive officers in 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. Securityholders may obtain information regarding
the names, affiliations and interests of MiX’s directors and executive officers in 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. Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors
should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from Powerfleet or MiX using the sources indicated above.
Powerfleet
Investor Contact
Matt
Glover
Gateway
Group, Inc.
PWFL@gateway-grp.com
+1
(949) 574-3860
Powerfleet
Media Contact
Andrea
Hayton
ahayton@powerfleet.com
+1
(610) 401-1999
MiX
Telematics Investor Contact
Cody
Cree
Gateway
Group, Inc.
+1
(949) 574-3860
MIXT@gateway-grp.com
MiX
Telematics Media Contact
Jonathan
Bates
jonathan.bates@mixtelematics.com
+44
7921 242892
###
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