As filed with the Securities and Exchange Commission on January 22, 2024

 

Registration No. 333-275648

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

POWERFLEET, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   3669   83-4366463

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

 

123 Tice Boulevard

Woodcliff Lake, New Jersey 07677

Telephone: (201) 996-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

David Wilson

Chief Financial Officer

123 Tice Boulevard

Woodcliff Lake, New Jersey 07677

Telephone: (201) 996-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

 

Honghui S. Yu, Esq.

Michael R. Neidell, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Telephone: (212) 451-2300

 

Marjorie S. Adams, Esq.

Sidney Burke, Esq.

Stephen P. Alicanti, Esq.

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 335-4500

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon implementation of the scheme of arrangement and completion of the other transactions described in the enclosed joint proxy statement/prospectus.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

   

 

 

The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION, DATED JANUARY 22, 2024

 

 

JOINT PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

OF POWERFLEET, INC. AND EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF MIX TELEMATICS LIMITED

AND

PROSPECTUS FOR 76,520,391 SHARES OF COMMON STOCK

OF

POWERFLEET, INC.

 

Dear PowerFleet, Inc. Stockholders and MiX Telematics Limited Shareholders:

 

On behalf of the boards of directors of PowerFleet, Inc. (“Powerfleet”) and MiX Telematics Limited (“MiX Telematics”), we are pleased to enclose the accompanying joint proxy statement/prospectus for the business combination of Powerfleet and MiX Telematics and the related facilitating transactions. We are requesting that you take certain actions as a Powerfleet stockholder or MiX Telematics shareholder.

 

As previously announced, on October 10, 2023, Powerfleet, Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of Powerfleet (“Powerfleet Sub”), and MiX Telematics, a public company incorporated under the laws of the Republic of South Africa, entered into an implementation agreement (the “implementation agreement”), pursuant to which, subject to the terms and conditions thereof, Powerfleet Sub will acquire all of the issued ordinary shares of MiX Telematics, no par value (“MiX ordinary shares”), including MiX ordinary shares represented by American Depositary Shares, each of which represents 25 MiX ordinary shares (“MiX ADSs”), from MiX Telematics shareholders through the implementation of a scheme of arrangement (the “scheme”) in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, as amended (the “Companies Act”), in exchange for an aggregate of 70,704,110 shares of common stock of Powerfleet, par value $0.01 per share (“Powerfleet common stock”), which is based on the number of outstanding MiX ordinary shares as of January 19, 2024. As a result, MiX Telematics will become an indirect, wholly owned subsidiary of Powerfleet.

 

Upon implementation of the scheme, each MiX Telematics shareholder of record, who is registered as such in MiX Telematics’ securities register as of the applicable record date (the “scheme record date”) for purposes of compliance with the listings requirements of the Johannesburg Stock Exchange (the “JSE”), excluding treasury shares and any MiX ordinary shares held by any MiX Telematics shareholder that has validly exercised its appraisal rights under Section 164 of the Companies Act with respect to the scheme, will exchange 100% of its issued MiX ordinary shares (including those represented by MiX ADSs) as of the scheme record date for consideration consisting of 0.12762 shares of Powerfleet common stock for each MiX ordinary share held of record (and in the case of holders of MiX ADSs, 3.19056 shares of Powerfleet common stock for each MiX ADS held of record) (the shares of Powerfleet common stock to be issued as the consideration in the scheme, the “scheme consideration shares”). Any entitlements to fractions of shares of Powerfleet common stock that otherwise would be issuable pursuant to the scheme will be rounded down to the nearest whole number of shares and a cash payment will be made for any fractional shares resulting from such rounding (any such cash payments made for fractional shares, together with the scheme consideration shares, being referred to as the “scheme consideration”). See “The Implementation Agreement—Scheme Consideration” beginning on page 104 of the accompanying joint proxy statement/prospectus for more information.

 

Following implementation of the scheme, Powerfleet stockholders will continue to own their existing shares of Powerfleet common stock. It is anticipated that Powerfleet securityholders will own approximately 34.5% and MiX Telematics securityholders (including holders of MiX ADSs) will own approximately 65.5% of the combined company on a fully diluted basis immediately following implementation of the scheme. Powerfleet common stock is traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “PWFL.” MiX ordinary shares are traded on the JSE under the symbol “MIX” and MiX ADSs are traded on the New York Stock Exchange (the “NYSE”) under the symbol “MIXT.” The common stock of the combined company is expected to be remain listed on Nasdaq under the symbol “PWFL” and to be listed on the JSE under the symbol “PWR.”

 

Powerfleet will hold a special meeting of stockholders (the “Powerfleet special meeting”) and MiX Telematics will hold an extraordinary general meeting of shareholders (the “MiX extraordinary general meeting”) in connection with the proposed transaction.

 

At the Powerfleet special meeting, Powerfleet stockholders will be asked to consider and vote on the following proposals: (1) approval of the issuance of shares of Powerfleet common stock to MiX Telematics shareholders pursuant to the implementation agreement (the “Powerfleet stock issuance proposal”); (2) approval of an amendment of Powerfleet’s amended and restated certificate of incorporation to increase the number of authorized shares of Powerfleet common stock from 75 million to 175 million (the “Powerfleet charter amendment proposal”); (3) approval, on an advisory (non-binding) basis, of the compensation that may become payable to certain executive officers of Powerfleet in connection with the transactions contemplated by the implementation agreement (the “Powerfleet compensation proposal”); and (4) approval to adjourn the Powerfleet special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the Powerfleet special meeting to approve the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal (the “Powerfleet adjournment proposal” and, collectively with the Powerfleet stock issuance proposal, the Powerfleet charter amendment proposal and the Powerfleet compensation proposal, the “Powerfleet proposals”). The Powerfleet board of directors recommends that Powerfleet stockholders vote “FOR” each of the Powerfleet proposals to be considered at the Powerfleet special meeting.

 

At the MiX extraordinary general meeting, MiX Telematics shareholders will be asked to consider and vote on the following resolutions: (1) approval of the scheme pursuant to the terms of the implementation agreement and in accordance with Sections 114 and 115 of the Companies Act (the “MiX scheme resolution”); (2) approval of the revocation of the MiX scheme resolution if the scheme is not implemented (the “MiX revocation resolution”); (3) authorization for the MiX Telematics board of directors (the “MiX board”) to issue a termination notice to Powerfleet pursuant to the implementation agreement if the MiX board determines it to be in the best interests of MiX Telematics and MiX Telematics shareholders to do so (the “MiX termination notice resolution”); and (4) authorization of each director and the company secretary of MiX Telematics to take any actions necessary for purposes of giving effect to the MiX resolutions proposed and passed at the MiX extraordinary general meeting (the “MiX authorization resolution” and, collectively with the MiX scheme resolution, the MiX revocation resolution and the MiX termination notice resolution, the “MiX resolutions”). The MiX Telematics independent board of directors recommends that MiX Telematics shareholders vote “FOR” each of the resolutions to be considered at the MiX extraordinary general meeting.

 

The implementation agreement requires, as a condition to implementation of the scheme and consummation of the other transactions contemplated by the implementation agreement, that Powerfleet stockholders approve the Powerfleet issuance proposal and the Powerfleet charter amendment proposal, and that MiX Telematics shareholders approve the MiX scheme resolution. Your vote is very important regardless of the number of shares you own. Your proxy is being solicited by the boards of directors of Powerfleet and MiX Telematics. Whether or not you plan to attend your respective meeting, please vote as soon as possible by following the instructions in the accompanying joint proxy statement/prospectus. More information about the transactions and the proposals and resolutions are contained in the accompanying joint proxy statement/prospectus.

 

The accompanying joint proxy statement/prospectus provides important information regarding the Powerfleet special meeting and MiX extraordinary general meeting and a detailed description of the implementation agreement, the scheme and each of the proposals and resolutions related to the transactions. We urge you to read carefully and in its entirety the accompanying joint proxy statement/prospectus (including the annexes and any documents incorporated by reference into the accompanying joint proxy statement/prospectus). Please pay particular attention to the section entitled “Risk Factors” beginning on page 25 of the accompanying joint proxy statement/prospectus. You can also obtain information about Powerfleet and MiX Telematics from documents that Powerfleet and MiX Telematics previously have filed with the Securities and Exchange Commission (the “SEC”).

 

We hope to see you at the Powerfleet special meeting and MiX extraordinary general meeting and look forward to the successful implementation of the scheme and completion of the other transactions contemplated by the implementation agreement.

 

On behalf of the boards of directors of Powerfleet and MiX Telematics, we thank you for your consideration and continued support.

 

Very truly yours,   Very truly yours,
     
     
Michael Brodsky   Ian Jacobs
Chairman of the Board of Directors   Chairperson of the Board of Directors
PowerFleet, Inc.   MiX Telematics Limited

 

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

The accompanying joint proxy statement/prospectus is dated __________, and is first being mailed to Powerfleet stockholders and MiX Telematics shareholders on or about __________.

 

   

 

 

 

POWERFLEET, INC.

123 Tice Boulevard

Woodcliff Lake, New Jersey, 07677

United States of America

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of PowerFleet, Inc.:

 

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (including any adjournments or postponements thereof, the “Powerfleet special meeting”) of PowerFleet, Inc., a Delaware corporation (“Powerfleet”), will be held on February 28, 2024 at 10:00 a.m., Eastern Time. The Powerfleet special meeting will be held in a virtual meeting format only. You may attend, vote and submit questions during the Powerfleet special meeting via the Internet at https://web.lumiagm.com/209728603. The password for the meeting is power 2024 (case sensitive). Only stockholders who hold shares of Powerfleet common stock, $0.01 par value per share (“Powerfleet common stock”), at the close of business on January 19, 2024 , the record date for the Powerfleet special meeting, are entitled to vote at the Powerfleet special meeting and any adjournments or postponements of the Powerfleet special meeting. You are cordially invited to attend the Powerfleet special meeting to conduct the following items of business (the “Powerfleet proposals”):

 

1. to approve the issuance of 70,704,110 shares of Powerfleet common stock, pursuant to the terms of the Implementation Agreement, dated as of October 10, 2023 (the “implementation agreement”), by and among Powerfleet, Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of Powerfleet (“Powerfleet Sub”), and MiX Telematics Limited, a public company incorporated under the laws of the Republic of South Africa (“MiX Telematics”), pursuant to which Powerfleet will acquire all of the issued ordinary shares of MiX Telematics, no par value (“MiX ordinary shares”), through the implementation of a scheme of arrangement (the “scheme”) in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, as amended (the “Companies Act”), excluding treasury shares and any MiX ordinary shares held by any MiX Telematics shareholder that has validly exercised its appraisal rights under Section 164 of the Companies Act with respect to the scheme. A copy of the implementation agreement is attached to the accompanying joint proxy statement/prospectus as Annex A (the “Powerfleet stock issuance proposal”);

 

2. to approve an amendment of Powerfleet’s amended and restated certificate of incorporation (the “charter amendment”) to increase the number of shares of Powerfleet common stock authorized for issuance thereunder from 75 million to 175 million. A copy of the charter amendment is attached to the accompanying joint proxy statement/prospectus as Annex B (the “Powerfleet charter amendment proposal”);

 

3. to approve, on an advisory (non-binding) basis, the compensation that may become payable to certain executives of Powerfleet in connection with the transactions contemplated by the implementation agreement (the “Powerfleet compensation proposal”); and

 

4. to approve the adjournment of the Powerfleet special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present virtually or by proxy for, or otherwise in connection with, the approval of each of the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal (the “Powerfleet adjournment proposal”).

 

Each of the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal is conditioned on the approval of each other, and are conditions to the implementation of the scheme, but the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal are not conditioned on the approval of any of the other proposals set forth in the accompanying joint proxy statement/prospectus. The Powerfleet compensation proposal is a vote separate and apart from the other proposals contained in this joint proxy statement/prospectus, and is not conditioned on any other proposal. Further, the consummation of the transactions contemplated by the implementation agreement is conditioned on, among other things, the approval of the scheme by the MiX Telematics shareholders.

 

   

 

 

No other business will be conducted at the Powerfleet special meeting. These proposals are described more fully in the accompanying joint proxy statement/prospectus. We urge you to read the joint proxy statement/prospectus, including the annexes and the documents incorporated by reference in the accompanying joint proxy statement/prospectus carefully and in their entirety. In particular, we urge you to read carefully “Risk Factors” beginning on page 25 of the accompanying joint proxy statement/prospectus. For specific instructions on how to vote your shares, see “The Special Meeting of Powerfleet’s Stockholders—Voting Your Shares” beginning on page 41 of the accompanying joint proxy statement/prospectus.

 

Your vote is very important, regardless of the number of shares of Powerfleet common stock that you own. The approval of each of the Powerfleet stock issuance proposal, the Powerfleet charter amendment proposal, the Powerfleet compensation proposal and the Powerfleet adjournment proposal requires the affirmative vote of the holders of a majority of votes cast by the stockholders present virtually or represented by proxy and entitled to vote thereon at the Powerfleet special meeting.

 

After careful consideration, our board of directors has determined that the terms and provisions of the implementation agreement, including the scheme, are fair to, advisable and in the best interests of Powerfleet and its stockholders, and recommends you vote “FOR” each of the Powerfleet stock issuance proposal, the Powerfleet charter amendment proposal and the Powerfleet compensation proposal, as well as the Powerfleet adjournment proposal.

 

Even if you plan to attend the Powerfleet special meeting, we request that you complete, sign, date and return the enclosed proxy card in the envelope provided, or submit your proxy by telephone or the Internet prior to the Powerfleet special meeting, and thus ensure that your shares will be represented and voted at the Powerfleet special meeting if you later become unable to attend. If your shares are held in a stock brokerage account or by a bank or other securities intermediary, please follow the instructions that you receive from your broker, bank or other securities intermediary to vote your shares.

 

  By order of the board of directors,
   
  David Wilson
   
  Corporate Secretary
   
  [             ]

 

   

 

 

 

MIX TELEMATICS LIMITED

(South African Company Registration No. 1995/013858/06)

Howick Close, Waterfall Park,

Midrand, Johannesburg, South Africa, 1686

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To the Shareholders of MiX Telematics Limited:

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “MiX extraordinary general meeting”) of MiX Telematics Limited, a company incorporated under the laws of the Republic of South Africa (“MiX Telematics”), will be held on February 28, 2024, at 2:30 p.m., South African time, and will be conducted entirely by electronic communication as permitted by the Companies Act 71 of 2008, as amended (the “Companies Act”), and by the MiX Telematics memorandum of incorporation, as amended (the “MiX memorandum”).

 

To participate in the MiX extraordinary general meeting via electronic communication, holders of MiX Telematics’ ordinary shares (“MiX ordinary shares”) on the South African share register of MiX Telematics (a “MiX shareholder”) or their duly appointed proxies must either (i) register online using the online registration portal at www.meetnow.global/za; or (ii) apply to Computershare, by delivering the duly completed electronic participation form, with their identification document or passport document, letter of representation and form of proxy (blue) (as applicable) to: First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X3000, Saxonwold, 2132 (at the risk of the MiX shareholder), or sending it by email to proxy@computershare.co.za so as to be received by Computershare by no later than 2:30 p.m., South African time, on February 26, 2024 to assist in the efficient administration of the MiX extraordinary general meeting. The electronic participation form can be found as an insert in the accompanying joint proxy statement/prospectus. Computershare will first validate such requests and confirm the identity of the MiX shareholder under Section 63(1) of the Companies Act, and, if the request is validated, further details on using the electronic communication facility will be provided. MiX Telematics will inform MiX shareholders or their proxies who notified Computershare of their intended participation, by no later than 5:00 p.m., South African time, on February 27, 2024, by email of the relevant details through which MiX shareholders or their proxies can participate electronically. Should any electronic participation forms be submitted after 2:30 p.m., South African time, on February 26, 2024, Computershare shall reasonably endeavor to validate such requests prior to the commencement of the MiX extraordinary general meeting.

 

The purpose of the MiX extraordinary general meeting is to present to MiX shareholders, and, if deemed fit, to pass, with or without modification, the following resolutions (the “MiX resolutions”) as summarized below:

 

1. approval of the scheme of arrangement, pursuant to the terms of the Implementation Agreement, dated as of October 10, 2023 (the “implementation agreement”), by and among MiX Telematics, PowerFleet, Inc., a Delaware corporation (“Powerfleet”), and Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of Powerfleet (“Powerfleet Sub”), pursuant to which Powerfleet will acquire MiX Telematics through the implementation of a scheme of arrangement (the “scheme”) in accordance with Sections 114 and 115 of the Companies Act (the “MiX scheme resolution”);
   
2. approval of the revocation of the MiX scheme resolution if the scheme is not implemented because all conditions to the scheme are not fulfilled or waived by March 31, 2024 (as such date may be extended in accordance with the implementation agreement) and/or MiX Telematics issues a termination notice and the scheme accordingly terminates;

 

   

 

 

3. authorization of the board of directors of MiX Telematics (the “MiX board”) to issue a termination notice to Powerfleet pursuant to the implementation agreement if the MiX board determines it to be in the best interests of MiX Telematics and MiX shareholders to do so; and
   
4. authorization of each director and the company secretary of MiX Telematics to take any actions necessary for purposes of giving effect to the MiX resolutions proposed and passed at the MiX extraordinary general meeting.

 

Resolutions 1 and 2 will be proposed as special resolutions and resolutions 3 and 4 will be proposed as ordinary resolutions. Pursuant to the MiX memorandum, for each special resolution to be approved, it must be supported by at least 75% of the votes cast at the MiX extraordinary general meeting, and for each ordinary resolution, more than 50% of the votes cast at the MiX extraordinary general meeting, in each case not counting abstentions.

 

These items of business are described in the accompanying joint proxy statement/prospectus. The record date for MiX shareholders entitled to receive notice of the MiX extraordinary general meeting, or any continuation, postponement or adjournment thereof, as determined by the MiX board is at the close of business on January 19, 2024. A complete list of such MiX shareholders will be open to the examination of any MiX shareholder at our principal executive offices at Matrix Corner, Howick Close, Waterfall Park, Midrand, Johannesburg, South Africa, 1686, for a period of ten days prior to the MiX extraordinary general meeting. The MiX extraordinary general meeting may be canceled or postponed by the MiX board at any time prior to the MiX extraordinary general meeting in accordance with the provisions of the MiX memorandum, the Companies Act, and the listings requirements of the Johannesburg Stock Exchange (the “JSE” and its listings requirements, the “JSE listings requirements”). If the MiX extraordinary general meeting is adjourned, and the location for holding the adjourned MiX extraordinary general meeting changes, then the MiX board shall give MiX shareholders notice in writing of any such change. In accordance with the JSE listings requirements and the Companies Act, the record date for MiX shareholders that are entitled to participate in and vote at the MiX extraordinary general meeting will be February 23, 2024.

 

A MiX shareholder that is entitled to participate and vote at the MiX extraordinary general meeting is entitled to appoint a proxy or two or more proxies to participate in and vote at the MiX extraordinary general meeting in the place of the MiX shareholder, by completing the form of proxy in accordance with the instructions set out therein and a proxy need not be a MiX shareholder. Meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to participate in a meeting. In this regard, all MiX shareholders recorded in our registers will be required to provide identification satisfactory to the chairperson of the MiX extraordinary general meeting. Forms of identification include valid identity documents, driver’s licenses and passports.

 

Holders of American Depositary Shares, each of which represents 25 MiX ordinary shares (“MiX ADSs”), may instruct The Bank of New York Mellon (the “depositary”), either directly or through their broker, bank or other securities intermediary, how to vote the MiX ordinary shares underlying their MiX ADSs. Please note that only MiX shareholders, and not holders of MiX ADSs (“MiX ADS holders”), are entitled to vote directly at the MiX extraordinary general meeting. The depositary has fixed a record date for the determination of MiX ADS holders who shall be entitled to give such voting instructions. MiX Telematics has been informed by the depositary that it has set the record date for MiX ADS holders with respect to the MiX extraordinary general meeting as January 26, 2024. So long as the depositary receives your voting instructions by 12:00 p.m., Eastern Time, on February 21, 2024, it will try, to the extent practicable and subject to South African law and the terms of the deposit agreement, to vote the underlying MiX ordinary shares as you instruct. If you wish to have your votes cast at the meeting as a MiX ADS holder, you must obtain, complete and timely return a voting instruction form from the depositary, if you are a registered MiX ADS holder, or from your broker, bank or other securities intermediary in accordance with any instructions provided therefrom.

 

If the depositary does not receive voting instructions from a MiX ADS holder regarding how to vote the MiX ordinary shares underlying its MiX ADSs, then such MiX ADS holder may be deemed to have instructed the depositary to give a discretionary proxy to a person designated by MiX Telematics with respect to the MiX ordinary shares underlying its MiX ADSs. The person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions.

 

In connection with the scheme, MiX Telematics will pay any applicable fees, charges and expenses of the depositary and government charges due to or incurred by the depositary in connection with the cancellation of the MiX ADSs surrendered (and the underlying MiX ordinary shares), including applicable MiX ADS cash distribution fees, MiX ADS cancellation fees and depositary servicing fees (each up to $0.05 per MiX ADS pursuant to the terms of the deposit agreement).

 

Your vote is important. Voting will ensure the presence of a quorum at the MiX extraordinary general meeting and will save us the expense of further solicitation. Please promptly vote by following the instructions for voting by completing, signing, dating and returning your form of proxy or proxy card or by Internet voting as described on your form of proxy or proxy card.

 

  /s/ Shantel Dartnall
 

Statucor Proprietary Limited

Company Secretary

[              ]  

 

This Notice of Extraordinary General Meeting of Shareholders and the accompanying joint proxy statement/prospectus are first being distributed or made available, as the case may be, on or about January 29, 2024.

 

   

 

 

TABLE OF CONTENTS

 

    Page
Questions and Answers About the Transactions and the Meetings   1
Summary   16
Information about the Companies   16
The Transactions   16
Company Structure   16
Scheme Consideration to MiX Shareholders   17
Treatment of Powerfleet Equity Awards   17
Treatment of MiX Telematics Equity Awards   17
Treatment of Indebtedness of MiX Telematics   18
Comparative Per Share Data and Dividend Information   18
Recommendation of the Powerfleet Board of Directors and Powerfleet’s Reasons for the Transactions   18
Opinion of Powerfleet’s Financial Advisor   18
Recommendation of the MiX Telematics Independent Board of Directors and MiX Telematics’ Reasons for the Transactions   19
Opinion of MiX Telematics’ Independent Expert   19
Interests of Certain Persons in the Transactions   19
Board of Directors and Management of the Combined Company   19
Material U.S. Federal Income Tax Consequences of the Scheme   20
Appraisal Rights or Dissenters’ Rights   20
Listing of Powerfleet Common Stock; Delisting and Deregistration of MiX ADSs and MiX Ordinary Shares   20
Conditions to the Completion of the Transactions   20
No Solicitation   21
Certain Regulatory Approvals   21
Termination of the Implementation Agreement   21
Termination Fees   22
Financing Relating to the Transactions   22
Accounting Treatment of the Transactions   22
Comparison of the Rights of Holders of MiX Ordinary Shares and Powerfleet Common Stock   22
Cautionary Statement Regarding Forward-Looking Statements   23
Risk Factors   25
Risks Relating to the Transactions   25
Risks Relating to the Combined Company after Completion of the Transactions   36
Other Risks Relating to Powerfleet and MiX Telematics   37
Information About the Companies   38
Powerfleet   38
MiX Telematics   38
Powerfleet Sub   38
The Special Meeting of Powerfleet’s Stockholders   39
Overview   39
Date, Time and Place of the Powerfleet Special Meeting   39
Record Date; Outstanding Shares; Shares Entitled to Vote   39
Attendance   39
Purpose of the Powerfleet Special Meeting   39
Quorum   40
Vote Required; Recommendation of the Powerfleet Board of Directors   40
Share Ownership and Voting by Powerfleet’s Officers and Directors   41
Voting Your Shares   41
Voting Shares Held in Street Name   42
Revoking Your Proxy   42
Costs of Solicitation   43

 

i
Table of Contents

 

Other Business   43
Assistance   43
The Extraordinary General Meeting of MiX Telematics’ Shareholders   44
Overview   44
Date, Time and Place of the MiX Extraordinary General Meeting   44
Record Dates; Outstanding Shares; Shares Entitled to Vote   44
Purpose of the MiX Extraordinary General Meeting   44
Quorum   45
Vote Required; Recommendation of the MiX Telematics Independent Board of Directors   45
Voting Your Shares   45
Revoking Your Proxy   47
Share Ownership and Voting by MiX Telematics’ Officers and Directors   47
Costs of Solicitation   47
Other Business   48
Assistance   48
Overview of the Transactions   49
General   49
Company Structure   49
Background of the Transactions   52
Recommendation of the Powerfleet Board of Directors and Powerfleet’s Reasons for the Transactions   63
Recommendation of the MiX Telematics Independent Board of Directors and MiX Telematics’ Reasons for the Transactions   67
Powerfleet Unaudited Prospective Financial Information   69
MiX Telematics Unaudited Prospective Financial Information   71
Opinion of Powerfleet’s Financial Advisor   72
Opinion of MiX Telematics’ Independent Expert   80
Financing of the Transactions   84
Transaction-Related Expenses   84
Interests of Powerfleet Directors and Executive Officers in the Transactions   84
Interests of MiX Telematics Directors, Executive Officers and Certain Related Persons in the Transactions   87
Board of Directors and Management of the Combined Company   87
Regulatory Approvals   87
Appraisal Rights or Dissenters’ Rights   88
Listing of Powerfleet Common Stock; Delisting and Deregistration of MiX ADSs and MiX Ordinary Shares   88
Accounting Treatment   88
Material U.S. Federal Income Tax Consequences of the Scheme   89
U.S. Federal Income Tax Consequences of the Scheme to U.S. Holders   90
U.S. Federal Income Tax Consequences to Non-U.S. Holders of the Ownership and Disposition of Powerfleet Common Stock   92
Information Reporting and Backup Withholding   93
Foreign Account Tax Compliance Act   94
The Powerfleet Stock Issuance Proposal   95
The Powerfleet Charter Amendment Proposal   96
The Powerfleet Compensation Proposal   98
The Powerfleet Adjournment Proposal   99
The MiX Scheme Resolution   100
The MiX Revocation Resolution   101
The MiX Termination Notice Resolution   102
The MiX Authorization Resolution   103
The Implementation Agreement   104
Explanatory Note Regarding the Implementation Agreement and the Summary of the Implementation Agreement   104
Structure of the Scheme   104

 

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Scheme Consideration   104
Treatment of MiX Telematics Equity Awards   105
Exchange Procedures   105
Withholding Rights   106
Representations and Warranties   106
Conduct of Business Prior to Scheme Implementation Date   107
No Solicitation   110
Indemnification and Insurance   113
MiX Extraordinary General Meeting   113
Powerfleet Special Meeting   113
Repayment of MiX Telematics Debt   114
Listing of Powerfleet Common Stock and Delisting of MiX Ordinary Shares and MiX ADSs   114
Redemption of Series A Preferred Stock   114
Employee Benefit Matters   114
Cooperation; Efforts to Consummate   115
Registration Statement and Other Filings   115
Governance   116
Financing   116
Additional Covenants   117
Conditions to the Scheme   117
Termination   121
Effect of Termination   123
Termination Fees   123
Amendments   125
Waivers   125
Third Party Beneficiaries   125
Governing Law; Jurisdiction   125
Specific Performance   125
Non-Recourse   125
Unaudited Pro Forma Combined Financial Information   126
Listing of Powerfleet Common Stock on Stock Exchanges   133
Delisting and Deregistration of MiX Ordinary Shares and MiX ADSs   133
Comparative Per Share Data and Dividend Information   134
Comparison of the Rights of Holders of MiX Ordinary Shares and Powerfleet Common Stock   135
Legal Matters   141
Experts   141
Future Stockholder Proposals   142
Powerfleet   142
MiX Telematics   142
Where You Can Find More Information   143
ANNEX A: Implementation Agreement   A-1
ANNEX B: Amendment to the Amended and Restated Certificate of Incorporation of PowerFleet, Inc.   B-1
ANNEX C: Opinion of William Blair & Company, L.L.C.   C-1
ANNEX D: Opinion of BDO Corporate Finance Proprietary Limited   D-1
ANNEX E: Relevant Provisions of Section 164 of the South African Companies Act, No. 71 of 2008, as amended   E-1

 

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GLOSSARY OF TERMS

 

Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:

 

 “BDO” or “independent expert” refers to BDO Corporate Finance Proprietary Limited, acting as independent expert and appointed to provide external advice to the MiX independent board in relation to the scheme.
   
“charter amendment” refers to an amendment to the Powerfleet charter to increase the number of shares of Powerfleet common stock authorized for issuance thereunder from 75 million to 175 million shares, a copy of which is included as Annex B to this joint proxy statement/prospectus.

 

“Code” refers to the Internal Revenue Code of 1986, as amended.

 

“combined company” refers to Powerfleet following the implementation of the scheme and completion of the other transactions contemplated by the implementation agreement.

 

“Companies Act” refers to the South African Companies Act, No. 71 of 2008, as amended.

 

“Companies Regulations” refers to the Companies Regulations, 2011 made under Sections 120 and 223 of the Companies Act.

 

“deposit agreement” refers to the deposit agreement, dated as of August 8, 2013, among MiX Telematics, the depositary, and all owners and holders of MiX ADSs, which governs the MiX Telematics ADS program.

 

“depositary” refers to Bank of New York Mellon, the depositary in respect of the MiX Telematics ADS program.

 

“DGCL” refers to the General Corporation Law of the State of Delaware.

 

“dollars,” “USD” or “$” refers to U.S. dollars.

 

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

 

“exchange ratio” refers to 0.12762 shares of Powerfleet common stock for each MiX ordinary share held of record and 3.19056 shares of Powerfleet common stock for each MiX ADS held of record.

 

“FinSurv” refers to the Financial Surveillance Department of the SARB.

 

“firm intention announcement” refers to the joint announcement released on the Stock Exchange News Service of the JSE by MiX Telematics, Powerfleet Sub and Powerfleet on Tuesday, 10 October 2023, setting out the salient details of the transactions.

 

“GAAP” refers to U.S. generally accepted accounting principles.

 

“implementation agreement” refers to the Implementation Agreement, dated as of October 10, 2023, by and among Powerfleet, Powerfleet Sub and MiX Telematics, a copy of which is included as Annex A to this joint proxy statement/prospectus.

 

“JSE” refers to the Johannesburg Stock Exchange, operated by the JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in the Republic of South Africa, and licensed to operate as an exchange under the Financial Markets Act, No. 19 of 2012, as amended.

 

“JSE listings requirements” refers to the listings requirements published by the JSE from time to time.

 

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“MiX” or “MiX Telematics” refers to MiX Telematics Limited, a public company incorporated under the laws of the Republic of South Africa.
   
 “MiX ADS holders” refers to holders of MiX ADSs, including persons holding a security entitlement in MiX ADSs in a securities account with a broker or other securities intermediary.

 

“MiX ADSs” refers to the American Depositary Shares, each of which represents 25 MiX ordinary shares.

 

“MiX board” refers to the board of directors of MiX Telematics.
   
  “MiX extraordinary general meeting” refers to the extraordinary general meeting of the MiX shareholders in connection with the transactions, as may be adjourned or postponed from time to time.

 

“MiX fairness opinion” refers to the fair and reasonable opinion provided to the MiX independent board by the independent expert appointed for purposes of assessing the scheme and the scheme consideration.

 

“MiX independent board” refers to the MiX Telematics directors that MiX Telematics appointed for purposes of considering the scheme and expressing an opinion as set forth in the Companies Regulations, being Fikile Futwa, Richard Bruyns and Charmel Flemming.

 

“MiX memorandum” refers to the memorandum of incorporation of MiX Telematics, as amended.
   
 “MiX notice record date” refers to January 19, 2024, which is the date on and time by which a MiX shareholder is required to be recorded as such in the MiX share register or a MiX ADS holder is required to be a holder of MiX ADSs, respectively, in order to be entitled to receive the notice of MiX extraordinary general meeting and this joint proxy statement/prospectus.

 

“MiX ordinary shares” refers to ordinary shares of MiX Telematics, no par value.

 

“MiX resolutions” refers, collectively, to the resolutions being proposed by MiX Telematics at the MiX extraordinary general meeting.

 

“MiX share register” refers to the securities register of MiX Telematics from time to time reflecting holdings of MiX ordinary shares (including the relevant sub-registers of MiX Telematics maintained by the central security depositories administering the sub-registers of MiX Telematics).

 

“MiX shareholder approval” refers to the approval by the MiX shareholders of the MiX resolutions.
   
 “MiX shareholders” refers to holders of MiX ordinary shares.

 

“MiX specified shareholder approval” refers to the approval by the MiX shareholders of the MiX scheme resolution.

 

“MiX voting record date” refers to (i) with respect to MiX shareholders, the date on which MiX shareholders are required to be recorded in the MiX share register in order to be eligible to attend, participate in and vote at the MiX extraordinary general meeting, being February 23, 2024 and (ii) with respect to MiX ADS holders, the close of business on the date on which MiX ADS holders are required to be holders of MiX ADSs in order to have the right to give voting instructions to the depositary or their broker, bank or other securities intermediary, as applicable, with respect to the MiX ordinary shares underlying the MiX ADSs, being January 26, 2024.

 

“Nasdaq” refers to The Nasdaq Global Market.

 

“NYSE” refers to the New York Stock Exchange.

 

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“our,” “us” or “we” refers to Powerfleet and/or MiX Telematics, as the context indicates.

 

“Powerfleet” refers to PowerFleet, Inc., a Delaware corporation.

 

“Powerfleet board” refers to the board of directors of Powerfleet.

 

“Powerfleet bylaws” refers to the amended and restated bylaws of Powerfleet.

 

“Powerfleet charter” refers to the amended and restated certificate of incorporation of Powerfleet.

 

“Powerfleet common stock” refers to common stock of Powerfleet, par value $0.01 per share.

 

“Powerfleet record date” refers to January 19, 2024.

 

“Powerfleet secondary listing” refers to the secondary inward listing of Powerfleet common stock on the Main Board of the JSE.

 

“Powerfleet special meeting” refers to the special meeting of the Powerfleet stockholders in connection with the transactions, as may be adjourned or postponed from time to time.

 

“Powerfleet specified stockholder approval” refers to the approval by the stockholders of Powerfleet of the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal.
   
 “Powerfleet stockholder approval” refers to the approval by the stockholders of Powerfleet of the Powerfleet proposals.

 

“Powerfleet stockholders” refers to holders of Powerfleet common stock.

 

“Powerfleet Sub” refers to Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of Powerfleet.
   
  “R” or “ZAR” refers to South African Rand.

 

“SARB” refers to the South African Reserve Bank.

 

“scheme” refers to the scheme of arrangement in accordance with Sections 114 and 115 of the Companies Act between MiX Telematics and MiX shareholders, and having Powerfleet and Powerfleet Sub as parties to the implementation agreement, that will be proposed by the MiX independent board and, subject to the fulfilment or, if applicable, waiver of the scheme conditions, implemented in accordance with the implementation agreement, pursuant to which Powerfleet Sub will acquire all of the issued and outstanding MiX ordinary shares (including those represented by MiX ADSs), excluding treasury shares and any MiX ordinary shares held by any MiX shareholder that has validly exercised its appraisal rights with respect to the scheme, from MiX shareholders in exchange for the scheme consideration, with MiX Telematics becoming an indirect, wholly owned subsidiary of Powerfleet.

 

“scheme circular” refers to the scheme circular of MiX Telematics to be issued to MiX shareholders in accordance with the Companies Act, Companies Regulations and the JSE listings requirements with respect to the MiX extraordinary general meeting.

 

“scheme conditions” refers to the suspensive conditions to the scheme set out in the implementation agreement and “scheme condition” means any one of them as the context may require.

 

“scheme consideration” refers to, pursuant to the terms of the implementation agreement, (i) the scheme consideration shares and (ii) any cash payments in respect of fractional entitlements to the scheme consideration shares.

 

“scheme consideration shares” refers to an aggregate of 70,704,110 shares of Powerfleet common stock, based on the number of outstanding MiX ordinary shares (including those represented by MiX ADSs) as of January 19, 2024, issuable pursuant to the terms of the implementation agreement to record holders of outstanding MiX ordinary shares (including MiX ADS holders), excluding treasury shares and any MiX ordinary shares held by any MiX shareholder that has validly exercised its appraisal rights with respect to the scheme.

 

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“scheme implementation date” or “closing date” refers to the date on which the scheme becomes operative and is implemented in accordance with its terms and on which date MiX shareholders as of the scheme record date receive the scheme consideration, which is expected to be the first business day following the scheme record date, which date is expected to be April 2, 2024, or such other day as may be approved by the TRP and JSE, to the extent applicable.

 

“scheme record date” refers to the date on and time by which a MiX shareholder must be recorded as such in the MiX share register in order to be eligible to receive the scheme consideration, which date is expected to be March 28, 2024, or such other date as the JSE may direct.

 

“SEC” refers to the U.S. Securities and Exchange Commission.

 

“Securities Act” refers to the Securities Act of 1933, as amended.

 

“Series A preferred stock” refers to the Series A convertible preferred stock of Powerfleet, par value $0.01 per share.

 

“South African prospectus” refers to the prospectus of Powerfleet, prepared in accordance with the rules and regulations under the Companies Act and the JSE listings requirements, and registered with the South African Companies and Intellectual Property Commission and approved by the JSE.
   
 “TASE” refers to the Tel Aviv Stock Exchange.

 

“transactions” refers to the scheme and the other transactions contemplated by the implementation agreement.

 

“TRP” refers to the South African Takeover Regulation Panel.

 

“William Blair” refers to William Blair & Company, L.L.C., financial advisor to Powerfleet in connection with the scheme.

 

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ADDITIONAL INFORMATION

 

Each of Powerfleet and MiX Telematics file annual, quarterly and current reports, proxy statements and other business and financial information with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from Powerfleet at www.powerfleet.com and from MiX Telematics at www.mixtelematics.com, as applicable. The information contained on, or that may be accessed through, the respective websites of Powerfleet and MiX Telematics is not incorporated by reference into, and is not a part of, this joint proxy statement/prospectus.

 

Powerfleet has filed a registration statement on Form S-4 with respect to the shares of Powerfleet common stock to be issued in the scheme, of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement. You may read the registration statement, including any amendments and exhibits, at the SEC’s website mentioned above. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement.

 

This joint proxy statement/prospectus incorporates important business and financial information about Powerfleet and MiX Telematics from documents that are not attached to this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus, including copies of financial statements and management’s discussion and analysis, free of charge by requesting them in writing or by telephone from the appropriate company or its proxy solicitor at the following addresses and telephone numbers:

 

For Powerfleet stockholders:

 

PowerFleet, Inc.

Attn: Investor Relations

123 Tice Boulevard

Woodcliff Lake, New Jersey 07677

(201) 996-9000

 

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and brokers call: (212) 269-5550

All others call toll- free: (800) 949-2583

Email: pwfl@dfking.com

 

For MiX shareholders:

 

MiX Telematics Limited

Attn: Investor Relations

Matrix Corner, Howick Close

Waterfall Park

Midrand, Johannesburg, South Africa, 1686

(+27) 11 654 8000

 

Statucor Proprietary Limited

Matrix Corner, Howick Close

Waterfall Park

Midrand, Johannesburg, South Africa, 1685

(PO Box 12326, Vorna Valley, 1686)

Call toll-free: (+27) 11 654 8000

Email: company.secretary@mixtelematics.com

 

Morrow Sodali LLC
430 Park Avenue, 14th Floor
New York, New York 10022
Banks and brokers call: (203) 658-9400
Shareholders call toll-free: (800) 662-5200 or
Email: MIXT@investor.morrowsodali.com

 

If you would like to request any documents, please do so by February 21, 2024, which is five business days prior to the date of the Powerfleet special meeting and the MiX extraordinary general meeting, in order to receive them before the applicable meeting.

 

For a more detailed description of the information incorporated by reference into this joint proxy statement/prospectus and how you may obtain it, please see “Where You Can Find More Information.”

 

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

 

This joint proxy statement/prospectus, which forms part of the registration statement on Form S-4 filed with the SEC by Powerfleet, constitutes a prospectus of Powerfleet under the Securities Act, with respect to the shares of Powerfleet common stock to be issued to MiX shareholders pursuant to the implementation agreement through the implementation of the scheme, resulting in MiX Telematics becoming an indirect, wholly owned subsidiary of Powerfleet. This joint proxy statement/prospectus also constitutes a joint proxy statement for both Powerfleet and MiX Telematics under the Exchange Act. Additionally, this joint proxy statement/prospectus constitutes a notice of meeting with respect to each of the Powerfleet special meeting and the MiX extraordinary general meeting. If you hold MiX ordinary shares through an intermediary such as a broker, bank or other securities intermediary, or if you hold MiX ADSs, you should consult with your intermediary or the depositary, as applicable, about how to obtain information on the MiX extraordinary general meeting.

 

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Neither Powerfleet nor MiX Telematics has authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [          ], and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date.

 

Further, you should also assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate only as of the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Powerfleet stockholders or MiX shareholders nor the issuance by Powerfleet of shares of Powerfleet common stock pursuant to the implementation agreement will create any implication to the contrary.

 

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction, including, without limitation, the State of Israel. Powerfleet has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to Powerfleet, and MiX Telematics has supplied all such information relating to MiX Telematics. Powerfleet and MiX Telematics have both contributed to the information related to the transactions contained in this joint proxy statement/prospectus.

 

A separate scheme circular has been prepared in accordance with the Companies Act and Companies Regulations and the JSE listings requirements. The scheme circular will provide MiX shareholders with, among other things, information regarding the scheme and the manner in which they may have their vote recorded in relation to the scheme.

 

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE MEETINGS

 

The following questions and answers are intended to address briefly some commonly asked questions regarding the transactions, the Powerfleet special meeting and the MiX extraordinary general meeting. These questions and answers only highlight some of the information contained in this joint proxy statement/prospectus. They may not contain all the information that is important to you. You should read carefully this entire joint proxy statement/prospectus, including the annexes and the documents incorporated by reference into this joint proxy statement/prospectus, to understand fully the transactions and the voting procedures for the meetings. See “Where You Can Find More Information” beginning on page 143 of this joint proxy statement/prospectus. If you are in any doubt about the transactions described herein, you should consult an independent financial and/or legal advisor.

 

Q:What are the implementation agreement and the transactions?

 

A:On October 10, 2023, Powerfleet entered into the implementation agreement, pursuant to which, subject to the terms and conditions thereof, Powerfleet Sub will acquire all of the issued MiX ordinary shares (including those represented by MiX ADSs), excluding treasury shares and any MiX ordinary shares held by any MiX shareholder that has validly exercised its appraisal rights with respect to the scheme, through the implementation of the scheme in exchange for shares of Powerfleet common stock in the amounts described below. As a result of the transactions contemplated by the implementation agreement, MiX Telematics will become an indirect, wholly owned subsidiary of Powerfleet.

 

The implementation of the scheme will result in the delisting of the MiX ordinary shares from the JSE and the delisting of the MiX ADSs from the NYSE. The Powerfleet common stock will continue to be listed on Nasdaq and the TASE and will additionally be listed on the JSE by way of the Powerfleet secondary listing.

 

Prior to execution of the implementation agreement:

 

the Powerfleet board (i) determined that the implementation agreement and the transactions, including the scheme, are fair to, advisable and in the best interests of Powerfleet and its stockholders, (ii) approved and declared advisable the terms and provisions of the implementation agreement and the transactions, including the scheme, (iii) recommended in favor of the approval by stockholders of Powerfleet of the issuance of the scheme consideration shares, and (iv) approved an amendment to the Powerfleet charter to increase the number of shares of Powerfleet common stock authorized for issuance thereunder to 175 million shares and recommended in favor of the adoption and approval of the charter amendment by stockholders of Powerfleet; and

 

the MiX independent board determined that, on the basis of the information at the disposal of the MiX board and having regard to the pre-final fair and reasonable opinion prepared by the independent expert, the scheme and the terms of the transactions are fair and reasonable to MiX shareholders and in the best interests of MiX Telematics and MiX shareholders, and the MiX independent board recommends that MiX shareholders vote in favor of all shareholder resolutions required by MiX Telematics to implement the transactions.

 

In light of the contemplated redemption in full of the Series A preferred stock in connection with the transactions, the directors appointed by the holders of the Series A preferred stock (the “Series A directors”) abstained from the approvals, determinations and recommendations of the Powerfleet board related to the implementation agreement and the transactions and the charter amendment proposal. See “Overview of the Transactions—Company Structure” beginning on page 49 of this joint proxy statement/prospectus and “The Powerfleet Stock Issuance Proposal” beginning on page 95 of this joint proxy statement/prospectus.

 

Q:Why am I receiving this joint proxy statement/prospectus?

 

A:

This joint proxy statement/prospectus serves as the proxy statement through which Powerfleet and MiX Telematics will solicit proxies to obtain the necessary stockholder and shareholder approvals for the transactions. It also serves as the prospectus by which Powerfleet will issue the scheme consideration shares. Powerfleet is holding the Powerfleet special meeting in order to obtain the Powerfleet specified stockholder approval necessary to (i) approve the issuance of the scheme consideration shares and (ii) approve the charter amendment, as well as the other proposals related to the transactions described herein. Powerfleet stockholders will also be asked to approve the adjournment of the Powerfleet special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to obtain the Powerfleet specified stockholder approval).

 

MiX Telematics is holding the MiX extraordinary general meeting in order to obtain the shareholder approval necessary to (i) approve the scheme, (ii) approve the revocation of the scheme if not implemented, (iii) authorize the MiX board to issue a termination notice pursuant to the implementation agreement and (iv) authorize each director and the company secretary of MiX Telematics to take any actions necessary for purposes of giving effect to the resolutions proposed and passed at the MiX extraordinary general meeting.

 

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If you are a Powerfleet stockholder, you are receiving this joint proxy statement/prospectus because you were a holder of record of Powerfleet common stock as of the close of business on the Powerfleet record date in connection with the Powerfleet special meeting and are therefore entitled to vote at the Powerfleet special meeting.

 

If you are a MiX shareholder or MiX ADS holder, you are receiving this joint proxy statement/prospectus because you were a holder of record in the MiX share register or held MiX ADSs, as applicable, as of the close of business on the MiX notice record date for the MiX extraordinary general meeting. For information regarding which MiX shareholders and/or MiX ADS holders are entitled to vote with respect to the MiX resolutions, see “Who is entitled to vote?” below.

 

This joint proxy statement/prospectus contains important information about the transactions and the implementation agreement, a copy of which is included with this joint proxy statement/prospectus as Annex A, and the Powerfleet special meeting and MiX extraordinary general meeting. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the Powerfleet special meeting or the MiX extraordinary general meeting, as applicable. Your vote is very important and we encourage you to submit your proxy as soon as possible. A separate scheme circular has been prepared in accordance with the Companies Act and Companies Regulations and the JSE listings requirements. The scheme circular will provide MiX shareholders with, among other things, information regarding the scheme and the manner in which they may have their votes recorded in relation to the scheme.

 

Q:When were the enclosed solicitation materials first made available to Powerfleet stockholders and MiX shareholders?

 

A:The enclosed materials were first made available to Powerfleet stockholders on or about January 29, 2024 and to MiX shareholders on or about January 29, 2024.

 

Q:When and where will the Powerfleet special meeting and MiX extraordinary general meeting be held?

 

A:Powerfleet. The Powerfleet special meeting will be held in a virtual meeting format only on the Powerfleet special meeting website at https://web.lumiagm.com/209728603 on February 28, 2024 at 10:00 a.m., Eastern Time. The password for the meeting is power 2024 (case sensitive). The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. If you hold your shares through a bank or broker, instructions should also be provided on the voting instruction card provided by your bank or brokerage firm.

 

MiX Telematics. The MiX extraordinary general meeting will be held on February 28, 2024, at 2:30 p.m., South African time, and will be conducted entirely by electronic communication as permitted by the Companies Act and the MiX memorandum. Check-in will begin at 2:00 p.m., South African time, and you should allow ample time for the check-in procedures.

 

Even if you plan to attend your company’s meeting, Powerfleet and MiX Telematics recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to, or become unable to, attend the applicable meeting.

 

Q:What will MiX shareholders receive as consideration in the scheme?

 

A:On the scheme implementation date, the MiX shareholders of record, who are registered as such in the MiX share register as of the scheme record date, will exchange 100% of their issued MiX ordinary shares as of the scheme record date, excluding treasury shares and any MiX ordinary shares held by any MiX shareholder that has validly exercised its appraisal rights with respect to the scheme, in exchange for consideration consisting of 0.12762 shares of Powerfleet common stock for each MiX ordinary share. Any entitlements to fractions of shares of Powerfleet common stock that otherwise would be delivered to MiX ADS holders will be sold and the net proceeds will be paid to the MiX ADS holders entitled to such proceeds. Subject to Powerfleet’s consent, MiX Telematics may waive the performance conditions applicable to all MiX SARs (as defined below), some of which are held by certain MiX Telematics executive officers, which will be assumed by Powerfleet upon completion of the transactions.

 

See “The Implementation Agreement—Scheme Consideration” beginning on page 104 of this joint proxy statement/prospectus.

 

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Q:What will MiX ADS holders receive as consideration in the scheme?

 

A:On the scheme implementation date, the MiX ADS holders of record, who hold MiX ADSs as of the scheme record date, will exchange 100% of their issued MiX ADSs as of the scheme record date, in exchange for consideration consisting of 3.19056 shares of Powerfleet common stock for each MiX ADS. Any entitlements to fractions of shares of Powerfleet common stock that otherwise would be issuable pursuant to the scheme will be rounded down to the nearest whole number of shares and a cash payment will be made for any fractional shares resulting from such rounding.

 

See “The Implementation Agreement—Scheme Consideration” beginning on page 104 of this joint proxy statement/prospectus.

 

Q: How will MiX ADS holders exchange their MiX ADSs upon implementation of the scheme?

 

A:

Upon implementation of the scheme, Powerfleet or its agents will transfer the relevant number of scheme consideration shares to the depositary, which the depositary will present to Powerfleet’s transfer agent for registration of transfer to MiX ADS holders who held MiX ADSs as of the scheme record date upon the surrender of the MiX ADSs, in accordance with the exchange ratio and the terms and conditions described herein. The depositary will cause MiX ADSs that are held in accounts with brokers, banks and other securities intermediaries that are direct or indirect participants in The Depository Trust Company (“DTC”) to be automatically surrendered to it and will deliver the scheme consideration shares to DTC for allocation by DTC to the accounts of former MiX ADS holders.

 

The depositary will automatically cancel MiX ADSs that are registered in the names of MiX ADS holders on an uncertificated basis, and Powerfleet’s transfer agent will register the scheme consideration shares in the names of those former MiX ADS holders and will notify them of such registration.

 

The depositary will mail a notice and form of letter of transmittal to registered holders of certificated MiX ADSs calling for surrender of their American Depositary Receipts (“ADRs”) evidencing the MiX ADSs and, upon surrender of such ADRs, together with the letter of transmittal, will present the scheme consideration shares to Powerfleet’s transfer agent for registration of transfer on an uncertificated basis in the names of those former MiX ADS holders, and Powerfleet’s transfer agent will notify them of such registration.

 

The depositary will only distribute whole scheme consideration shares. It will sell the scheme consideration shares which would require it to deliver a fractional scheme consideration share and distribute the net proceeds to the MiX ADS holders entitled to such scheme consideration shares. DTC and DTC participants will use a similar procedure so that no fraction of a scheme consideration share will be credited to any DTC participant or customer account.

 

See “The Implementation Agreement—Exchange Procedures” beginning on page 105 of this joint proxy statement/prospectus.

 

Q: Will MiX ADS holders have to pay any fees in connection with the cancellation of their MiX ADSs upon implementation of the scheme?

 

A:

In connection with the scheme, MiX Telematics will pay any applicable fees, charges and expenses of the depositary and government charges due to or incurred by the depositary in connection with the cancellation of the MiX ADSs surrendered (and the underlying MiX ordinary shares), including applicable MiX ADS cash distribution fees, MiX ADS cancellation fees and depositary servicing fees (each up to $0.05 per MiX ADS pursuant to the terms of the deposit agreement).

 

See “The Implementation Agreement—Exchange Procedures” beginning on page 105 of this joint proxy statement/prospectus.

 

Q:What will happen to outstanding MiX Telematics equity awards in the transactions?

 

A:On the scheme implementation date, Powerfleet will assume MiX Telematics’ equity compensation plans, each of which will be amended as necessary to reflect such assumption.

 

Treatment of MiX Telematics Stock Appreciation Rights. Each award of stock appreciation rights with respect to MiX ordinary shares (each, a “MiX SAR”) that is outstanding immediately prior to the scheme implementation date, whether or not vested or exercisable, will be assumed by Powerfleet and will have the same terms and conditions as were applicable to such MiX SAR immediately prior to the scheme implementation date, except that (i) the applicable performance conditions may be waived by MiX Telematics, subject to Powerfleet’s consent, in connection with the closing of the transactions and (ii) each MiX SAR will constitute a stock appreciation right with respect to the number of shares of Powerfleet common stock determined by multiplying (x) the number of MiX ordinary shares subject to such MiX SAR immediately prior to the scheme implementation date by (y) the per share scheme consideration (rounded down to the nearest whole number of shares), and any per-share exercise price will equal the quotient obtained by dividing (A) the exercise price per MiX ordinary share subject to such MiX SAR immediately prior to the scheme implementation date by (B) the per share scheme consideration (rounded up to the nearest one hundredth of a cent).

 

See “The Implementation Agreement—Treatment of MiX Telematics Equity Awards— MiX Telematics Stock Appreciation Rights” beginning on page 105 of this joint proxy statement/prospectus.

 

Treatment of MiX Telematics Stock Options. Each award of options to purchase MiX ordinary shares (each, a “MiX option”) that is outstanding immediately prior to the scheme implementation date, whether or not vested or exercisable, will be assumed by Powerfleet and will have the same terms and conditions as were applicable to such MiX option immediately prior to the scheme implementation date, except that it will represent the right to purchase that number of shares of Powerfleet common stock equal to the product obtained by multiplying (x) the number of MiX ordinary shares underlying such MiX option immediately prior to the scheme implementation date by (y) the per share scheme consideration (rounded down to the nearest whole number of shares), with a per-share exercise price equal to the quotient obtained by dividing (A) the exercise price per MiX ordinary share subject to such MiX option immediately prior to the scheme implementation date by (B) the per share scheme consideration (rounded up to the nearest whole cent).

 

See “The Implementation Agreement—Treatment of MiX Telematics Equity Awards—MiX Telematics Options” beginning on page 105 of this joint proxy statement/prospectus.

 

Treatment of MiX Telematics Restricted Share Unit Awards. Each award of restricted share units of MiX Telematics (each, a “MiX RSU”) that is outstanding and vested immediately prior to the scheme implementation date will be cancelled in exchange for the right to receive the scheme consideration, and each MiX RSU that is outstanding and unvested immediately prior to the scheme implementation date (an “unvested MiX RSU”) will be assumed by Powerfleet and will have the same terms and conditions as were applicable to such unvested MiX RSU immediately prior to the scheme implementation date, except that it will represent the right to receive that number of shares of Powerfleet common stock equal to the product obtained by multiplying (x) the number of MiX ordinary shares underlying such unvested MiX RSU immediately prior to the scheme implementation date by (y) the per share scheme consideration (rounded down to the nearest whole number of shares).

 

See “The Implementation Agreement—Treatment of MiX Telematics Equity Awards—MiX Telematics Restricted Share Units” beginning on page 105 of this joint proxy statement/prospectus.

 

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Q:Who is entitled to vote?

 

A:Powerfleet. The Powerfleet board has set January 19, 2024 as the record date for the Powerfleet special meeting. If you were a Powerfleet stockholder of record as of the close of business on the Powerfleet record date, you are entitled to receive notice of and to vote at the Powerfleet special meeting and any adjournments thereof.

 

MiX Telematics. The MiX board has set the MiX voting record date for the MiX extraordinary general meeting as (i) February 23, 2024 for MiX shareholders, which is the date on which MiX shareholders are required to be recorded in the MiX share register in order to be eligible to attend, participate in and vote at the MiX extraordinary general meeting, and (ii) January 26, 2024 for MiX ADS holders, which is the date on which MiX ADS holders are required to be holders of MiX ADSs in order to have the right to give voting instructions to the depositary or their broker, bank or other securities intermediary, as applicable, with respect to the MiX ordinary shares underlying the MiX ADSs.

 

Q:What if I sell my shares of Powerfleet common stock before the Powerfleet special meeting, or my MiX ordinary shares before the MiX extraordinary general meeting?

 

A:Powerfleet. The Powerfleet record date is earlier than the date of the Powerfleet special meeting and the date that the transactions are expected to be completed. If you transfer your shares after the Powerfleet record date but before the Powerfleet special meeting, you will retain your right to attend and vote at the Powerfleet special meeting.

 

MiX Telematics. Each MiX voting record date is also earlier than the date of the MiX extraordinary general meeting and the date that the transactions are expected to be completed. If you transfer your MiX ordinary shares or MiX ADSs after the applicable MiX voting record date but before the MiX extraordinary general meeting, you will retain your right to attend and vote at the MiX extraordinary general meeting or give voting instructions, but will have transferred the right to receive the scheme consideration pursuant to the implementation agreement. In order to receive the scheme consideration, you must hold your shares through the scheme record date or until the date on which you surrender your MiX ADSs for exchange.

 

Q:How do I vote?

 

A:Powerfleet. If you are a Powerfleet stockholder of record as of the Powerfleet record date, you may vote your shares of Powerfleet common stock at the Powerfleet special meeting in one of the following ways:

 

by mailing your completed and signed proxy card in the enclosed return envelope;

 

by voting by telephone or Internet as instructed on the enclosed proxy card; or

 

by attending the Powerfleet special meeting and voting electronically.

 

MiX Telematics. In order to participate in the MiX extraordinary general meeting via electronic communication, MiX shareholders on the MiX share register or their duly appointed proxies must either: (i) register online using the online registration portal at www.meetnow.global/za; or (ii) apply to Computershare, by delivering the duly completed electronic participation form, with their identification document or passport document, letter of representation and form of proxy (blue) (as applicable) to: First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X3000, Saxonwold, 2132 (at the risk of the MiX shareholder), or sending it by email to proxy@computershare.co.za so as to be received by Computershare by no later than 2:30 p.m., South African time, on February 26, 2024 to assist in the efficient administration of the MiX extraordinary general meeting.

 

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As a MiX ADS holder, you will not be entitled to vote at the MiX extraordinary general meeting. You may vote as a MiX ADS holder if you hold MiX ADSs or have MiX ADSs credited to your securities account with a brokerage firm, bank or other securities intermediary as of the close of business, Eastern Time, on January 26, 2024. If you held your MiX ADSs directly as of the MiX voting record date, so long as the depositary receives your voting instructions by 12:00 p.m., Eastern Time, on February 21, 2024, it will try, to the extent practicable and subject to South African law and the terms of the deposit agreement, to vote the underlying ordinary shares as you instruct. If you hold MiX ADSs through a brokerage firm, bank, or other securities intermediary as of the close of business, Eastern Time, on January 26, 2024, only that intermediary may give voting instructions to the depositary with respect to your MiX ADSs. If your MiX ADSs are held through a broker, bank or other securities intermediary, such intermediary will provide you with instructions on how you may give voting instructions with respect to the MiX ordinary shares underlying your MiX ADSs. Please check with your broker, bank or other securities intermediary, as applicable, and carefully follow the voting procedures provided to you.

 

For more information, see “The Extraordinary General Meeting of MiX Telematics’ Shareholders—Voting Your Shares” beginning on page 45 of the accompanying joint proxy statement/prospectus.

 

Q:What proposals are being voted on at the Powerfleet special meeting, and what stockholder vote is required?

 

A:Powerfleet stockholders are being asked to consider and vote on:

 

1.Powerfleet stock issuance proposal – the approval of the issuance of the scheme consideration shares, pursuant to the implementation agreement;

 

2.Powerfleet charter amendment proposal – the approval of the charter amendment to increase the number of authorized shares of Powerfleet common stock from 75 million to 175 million;

 

3.Powerfleet compensation proposal – the approval, on an advisory (non-binding) basis, of the compensation that may become payable to certain named executive officers of Powerfleet in connection with, and upon, the consummation of the transactions; and

 

4.Powerfleet adjournment proposal – the approval to adjourn the Powerfleet special meeting, or any adjournments thereof, to another time or place, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Powerfleet special meeting to approve the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal.

 

The Powerfleet stock issuance proposal, the Powerfleet charter amendment proposal and the Powerfleet compensation proposal require the affirmative vote of a majority of the votes properly cast at the Powerfleet special meeting, provided a quorum is present. The Powerfleet adjournment proposal also requires the affirmative vote of a majority of the votes properly cast but does not require the presence of a quorum. Abstentions and broker non-votes will have no effect on the outcome of the Powerfleet stock issuance proposal, the Powerfleet charter amendment proposal, the Powerfleet compensation proposal and the Powerfleet adjournment proposal.

 

See “The Special Meeting of Powerfleet’s Stockholders—Vote Required; Recommendation of the Powerfleet Board of Directors” beginning on page 40 of this joint proxy statement/prospectus.

 

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Q:What resolutions are being voted on at the MiX extraordinary general meeting, and what shareholder vote is required to approve such resolutions?

 

A:MiX shareholders will be asked to consider and vote on the following special resolutions:

 

1.MiX scheme resolution – the approval of the scheme, pursuant to the terms of the implementation agreement and in accordance with Sections 114 and 115 of the Companies Act; and

 

2.MiX revocation resolution – the approval of the revocation of the MiX scheme resolution if the scheme is not implemented.

 

MiX shareholders will also be asked to consider and vote on the following ordinary resolutions:

 

1.MiX termination notice resolution – the authorization of the MiX board to issue a termination notice to Powerfleet pursuant to the implementation agreement if the MiX board determines it to be in the best interests of MiX Telematics and MiX shareholders to do so; and

 

2.MiX authorization resolution – the authorization of each director and the company secretary of MiX Telematics to take any actions necessary for purposes of giving effect to the MiX resolutions proposed and passed at the MiX extraordinary general meeting.

 

The MiX scheme resolution and the MiX revocation resolution will be proposed as special resolutions and the MiX termination notice resolution and the MiX authorization resolution will be proposed as ordinary resolutions. Pursuant to the MiX memorandum, for each special resolution to be approved, it must be supported by at least 75% of the votes cast at the MiX extraordinary general meeting, and for each ordinary resolution, more than 50% of the votes cast at the MiX extraordinary general meeting, in each case not counting abstentions.

 

Pursuant to the MiX memorandum, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of at least one MiX resolution to be decided at the MiX extraordinary general meeting is required for the MiX extraordinary general meeting to begin. Additionally, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of a MiX resolution is necessary in order for such MiX resolution to be considered.

 

See “The Extraordinary General Meeting of MiX Telematics’ Shareholders—Vote Required; Recommendation of the MiX Telematics Independent Board of Directors” beginning on page 45 of this joint proxy statement/prospectus.

 

Q:What are “broker non-votes”?

 

A:If you are a beneficial owner of shares registered in the name of your broker, bank or other agent acting as securities intermediary, your shares are held by your broker, bank or other agent as your securities intermediary, or in “street name,” and you will need to obtain a proxy form from the organization that holds your shares and follow the instructions included on that form regarding how to instruct the organization to vote your shares. Banks, brokers and other agents acting as securities intermediaries are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine,” but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine.” Under the current rules of Nasdaq and the NYSE, each of the proposals to be considered at the Powerfleet special meeting and each of the resolutions to be considered at the MiX extraordinary general meeting as described in this joint proxy statement/prospectus are considered non-routine. Therefore banks, brokers and other agents acting as securities intermediaries do not have discretionary authority to vote the shares on any of the proposals to be considered at the Powerfleet special meeting or the resolutions to be considered at the MiX extraordinary general meeting. A “broker non-vote” occurs when a proposal is deemed “non-routine” and a securities intermediary holding shares for a beneficial owner does not have discretionary voting authority with respect to the matter being considered and has not received instructions from the beneficial owner. If a beneficial owner of shares of Powerfleet common stock or MiX ordinary shares held in street name does not give voting instructions to the broker, bank or other agent acting as a securities intermediary, then those shares will not be present or represented by proxy at the Powerfleet special meeting or the MiX extraordinary general meeting. For information regarding the effect of broker non-votes on the outcome of the Powerfleet proposals and the MiX resolutions, see “What is the effect of an abstention or a broker non-vote?” below.

 

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Q:If my shares of Powerfleet common stock or MiX ordinary shares are held in “street name” or a “securities intermediary account” by my bank, broker or other securities intermediary, will my bank, broker or other securities intermediary automatically vote my shares of Powerfleet common stock or MiX ordinary shares for me?

 

A:No. If your shares are held in “street name” your bank, broker or other securities intermediary will not vote your shares of Powerfleet common stock or MiX ordinary shares if you do not provide your bank, broker or other securities intermediary with a signed voting instruction card with respect to your shares of Powerfleet common stock or MiX ordinary shares. Brokers do not have discretionary authority to vote on any of the Powerfleet proposals or the MiX resolutions. Therefore, you should instruct your bank, broker or other securities intermediary to vote your shares of Powerfleet common stock or MiX ordinary shares by following the directions your bank, broker or other securities intermediary provides.

 

If you fail to instruct your broker, bank or other securities intermediary to vote your Powerfleet common stock and the broker, bank or other securities intermediary submits an unvoted proxy, the resulting “broker non-votes” will not be counted toward a quorum at the Powerfleet special meeting, and they will not be voted on any of the Powerfleet proposals.

 

If you fail to instruct your broker, bank or other securities intermediary to vote your MiX ordinary shares and the broker, bank or other securities intermediary submits an unvoted proxy, the resulting “broker non-votes” will generally not be counted towards a quorum at the MiX extraordinary general meeting or voted on any of the MiX resolutions and, as such, they will have no effect on the outcome of the MiX resolutions. However, if, as a MiX shareholder, you sign and return your proxy or authorize a proxy to vote electronically, your MiX ordinary shares will be counted towards a quorum even if you otherwise abstained or failed to vote as indicated in the proxy materials.

 

If the depositary does not receive voting instructions from a MiX ADS holder regarding how to vote the MiX ordinary shares underlying its MiX ADSs, then such MiX ADS holder may be deemed to have instructed the depositary to give a discretionary proxy to a person designated by MiX Telematics with respect to the MiX ordinary shares underlying such MiX ADSs. The person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions. Additionally, broker non-votes in respect of MiX ADS holders may be considered present for purposes of determining whether there is a quorum for the MiX extraordinary general meeting because of the discretionary proxy that may be deemed to have been given to a person designated by MiX Telematics in connection with uninstructed MiX ADSs, and the person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions.

 

See “The Special Meeting of Powerfleet’s Stockholders—Voting Shares Held in Street Name” and “The Extraordinary General Meeting of MiX Telematics’ Shareholders—Voting Your Shares” beginning on pages 42 and 45, respectively of this joint proxy statement/prospectus.

 

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Q:What is the effect of an abstention or a broker non-vote?

 

A:Powerfleet. Abstentions and broker non-votes are not counted as votes cast, and therefore will have no effect on the outcome of the Powerfleet stock issuance proposal, Powerfleet charter amendment proposal, Powerfleet compensation proposal and Powerfleet adjournment proposal.

 

MiX Telematics. A withheld vote or abstention, as applicable, is not considered a vote cast with respect to any MiX resolution and will, therefore, not affect the outcome of any MiX resolution. Similarly, if the depositary does not receive voting instructions from a MiX ADS holder regarding how to vote the MiX ordinary shares underlying its MiX ADSs, then such MiX ADS holder may be deemed to have instructed the depositary to give a discretionary proxy to a person designated by MiX Telematics with respect to the MiX ordinary shares underlying such MiX ADSs. The person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions.

 

See “The Special Meeting of Powerfleet’s Stockholders—Vote Required; Recommendation of the Powerfleet Board of Directors” and “The Extraordinary General Meeting of MiX Telematics’ Shareholders—Vote Required; Recommendation of the MiX Telematics Independent Board of Directors” beginning on pages 40 and 45, respectively, of this joint proxy statement/prospectus.

 

Q:What constitutes a quorum?

 

A:Powerfleet. The presence at the Powerfleet special meeting, virtually or by proxy, of the holders of a majority of the total outstanding shares of Powerfleet common stock is necessary to constitute a quorum for the transaction of business at the meeting.

 

Abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. A “broker non-vote” on a matter occurs when a broker, bank or representative may not vote on a particular matter because it does not have discretionary voting authority and has not received instructions from the beneficial owner. If brokers do not have discretionary authority to vote on any of the proposals, a share held by a broker without any voting instructions will not be deemed present or represented by proxy at the Powerfleet special meeting and will not count towards establishing a quorum.

 

MiX Telematics. Pursuant to the MiX memorandum, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of at least one MiX resolution to be decided at the MiX extraordinary general meeting is required for the MiX extraordinary general meeting to begin. Additionally, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of a MiX resolution is necessary in order for such MiX resolution to be considered.

 

A “broker non-vote” with respect to a MiX ordinary share will generally not be deemed present or represented by proxy at the MiX extraordinary general meeting and will not count towards establishing a quorum. However, if, as a MiX shareholder, you sign and return your proxy or authorize a proxy to vote electronically, your MiX ordinary shares will be counted towards a quorum even if you otherwise abstained or failed to vote as indicated in the proxy materials.

 

Broker non-votes in respect of MiX ADS holders may be considered present for purposes of determining whether there is a quorum for the MiX extraordinary general meeting because of the discretionary proxy that may be deemed to have been given to a person designated by MiX Telematics in connection with uninstructed MiX ADSs, and the person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions.

 

Q:How many votes do I have?

 

A:Powerfleet. You are entitled to one vote for each share of Powerfleet common stock that you owned as of the close of business on the Powerfleet record date. As of the close of business on the Powerfleet record date, 37,214,737 shares of Powerfleet common stock were outstanding and entitled to vote at the Powerfleet special meeting.

 

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MiX Telematics. You are entitled to one vote for every MiX ordinary share (including those represented by MiX ADSs) that you owned as of the close of business on the applicable MiX voting record date. As of the close of business on the applicable MiX notice record date, there were 554,020,612 MiX ordinary shares and MiX ADSs representing 443,175,925 MiX ordinary shares were outstanding and entitled to vote at the MiX extraordinary general meeting.

 

Q:What are the recommendations of the Powerfleet and MiX Telematics boards of directors regarding the proposals and resolutions being put to a vote at their respective meetings?

 

A:Powerfleet. The Powerfleet board (with the Series A directors abstaining) has approved the transactions, including the scheme, and determined that the implementation agreement and the transactions are fair to, advisable and in the best interests of Powerfleet and its stockholders.

 

The Powerfleet board recommends that Powerfleet stockholders vote:

 

FOR” the Powerfleet stock issuance proposal;

 

FOR” the Powerfleet charter amendment proposal;

 

FOR” the Powerfleet compensation proposal; and

 

FOR” the Powerfleet adjournment proposal.

 

See “The Special Meeting of Powerfleet’s Stockholders—Vote Required; Recommendation of the Powerfleet Board of Directors” and “Recommendation of the Powerfleet Board of Directors and Powerfleet’s Reasons for the Transactions” beginning on pages 40 and 63, respectively, of this joint proxy statement/prospectus.

 

MiX Telematics. The MiX independent board, after due consideration of the independent expert’s opinion, placed reliance on the independent expert report and is of the opinion that the scheme and scheme consideration are fair and reasonable.

 

The MiX independent board unanimously recommends that MiX shareholders vote:

 

FOR” the MiX scheme resolution;

 

FOR” the MiX revocation resolution;

 

FOR” the MiX termination notice resolution; and

 

FOR” the MiX authorization resolution.

 

See “The Extraordinary General Meeting of MiX Telematics’ Shareholders—Vote Required; Recommendation of the MiX Telematics Independent Board of Directors” and “Recommendation of the MiX Telematics Independent Board of Directors and MiX Telematics’ Reasons for the Transactions” beginning on pages 45 and 67, respectively, of this joint proxy statement/prospectus.

 

Q:What happens if I sign and return my proxy card without indicating how I want to vote?

 

A:Powerfleet. Signed and dated proxies received by Powerfleet without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each of the Powerfleet proposals presented to the stockholders in accordance with the recommendation of the Powerfleet board. The proxyholders may use their discretion to vote on any other matters which properly come before the Powerfleet special meeting.

 

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MiX Telematics. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the MiX independent board. The recommendations of the MiX independent board established by the MiX board are set forth above, as well as with the description of each resolution in this joint proxy statement/prospectus.

 

See “The Special Meeting of Powerfleet’s Stockholders—Voting Your Shares” and “The Extraordinary General Meeting of MiX Telematics’ Shareholders—Voting Your Shares” beginning on pages 41 and 45, respectively, of this joint proxy statement/prospectus.

 

Q:What if I hold shares in both Powerfleet and MiX Telematics?

 

A:If you are both a Powerfleet stockholder and a MiX shareholder, you will receive two separate packages of proxy materials. A vote as a Powerfleet stockholder for the proposal to approve the issuance of the scheme consideration shares will not constitute a vote as a MiX shareholder for the proposal to approve the scheme, or vice versa.

 

Q:Are the Powerfleet proposals conditioned on one another?

 

A:Each of the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal is conditioned on the approval of each other, but the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal are not conditioned on the approval of any of the other proposals set forth in the accompanying joint proxy statement/prospectus. Further, the consummation of the transactions contemplated by the implementation agreement is conditioned on, among other things, the approval of the MiX scheme resolution by the MiX shareholders.

 

Q:Why is Powerfleet proposing the Powerfleet charter amendment proposal?

 

A:Currently, the Powerfleet charter provides Powerfleet with the authority to issue 75 million shares of Powerfleet common stock, which is an insufficient number of shares of Powerfleet common stock for the issuance of the scheme consideration shares. The charter amendment will increase the number of shares of Powerfleet common stock authorized for issuance thereunder to 175 million shares, which is expected to be an amount sufficient for the issuance of the scheme consideration shares to the MiX shareholders. The Powerfleet board also believes that the increased number of authorized shares of Powerfleet common stock contemplated by the charter amendment is important to the combined company in order for additional shares to be available for issuance from time to time, without further action or authorization by the Powerfleet stockholders (except as required by applicable law or Nasdaq rules), for such corporate purposes as may be determined by the Powerfleet board. Approval of the Powerfleet charter amendment proposal is a condition to the consummation of the transactions.

 

See “The Powerfleet Charter Amendment Proposal” beginning on page 96 of this joint proxy statement/prospectus.

 

Q:Why is Powerfleet proposing an adjournment proposal at the Powerfleet special meeting?

 

A:Powerfleet is proposing an adjournment proposal to allow the Powerfleet board to adjourn the Powerfleet special meeting if necessary to solicit additional proxies if there are not sufficient votes to obtain the Powerfleet specified stockholder approval at the time of the Powerfleet special meeting or any adjournments or postponements thereof.

 

See “The Powerfleet Adjournment Proposal” beginning on page 99 of this joint proxy statement/prospectus.

 

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Q:Do any of the directors or executive officers of Powerfleet or MiX Telematics have any interests in the transactions that may be different from, or in addition to, my interests as a Powerfleet stockholder or MiX shareholder?

 

A:In considering the proposals and resolutions to be voted on at the respective meetings, you should be aware that the directors and executive officers of Powerfleet and MiX Telematics may have interests that may be different from, or in addition to, the interests of the Powerfleet stockholders and MiX shareholders generally. These interests include the continued employment of certain executive officers of Powerfleet and MiX Telematics, the continued service of certain directors of Powerfleet and MiX Telematics, and the indemnification of Powerfleet and MiX Telematics executive officers and directors by Powerfleet. With respect to Powerfleet directors and executive officers, these interests also include acceleration of vesting of unvested equity grants that are subject to time-based vesting conditions. With respect to certain Powerfleet executive officers, these interests also include transaction-related cash bonus payments upon closing of the transactions and severance payments upon qualifying terminations of employment. Subject to Powerfleet’s consent, MiX Telematics may waive the performance conditions applicable to all MiX SARs, some of which are held by certain MiX Telematics executive officers, which will be assumed by Powerfleet upon completion of the transactions. MiX Telematics directors will not be granted any special benefits in connection with the transactions. Additionally, certain related persons engaged by MiX Telematics in connection with the transactions will be entitled to a success fee upon the closing of the transactions.

 

See “Interests of Powerfleet Directors and Executive Officers in the Transactions” and “Interests of MiX Telematics Directors, Executive Officers and Certain Related Persons in the Transactions” beginning on pages 84 and 87, respectively, of this joint proxy statement/prospectus for a more detailed description of these interests.

 

Q:When are the transactions expected to be completed?

 

A:As of the date of this joint proxy statement/prospectus, the transactions are expected to be completed in the first quarter of calendar year 2024. However, no assurance can be provided as to when or if the transactions will be completed. The Powerfleet specified stockholder approval and the MiX specified shareholder approval must be obtained, and other conditions specified in the implementation agreement must be satisfied or, to the extent applicable, waived prior to the consummation of the transactions.

 

Q:What conditions must be satisfied to complete the transactions?

 

A:The obligations of each of Powerfleet, Powerfleet Sub and MiX Telematics to complete the scheme are subject to the satisfaction (or waiver to the extent permissible under the implementation agreement or applicable law) of various conditions, including the following:

 

absence of certain legal impediments;

 

effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part;

 

registration under the Companies Act, and approval by the JSE, of a prospectus to be issued in South Africa relating to the transactions;

 

receipt of required regulatory approvals, including the approval of, and the issuance of a compliance certificate by, the TRP in respect of the scheme, approval of South African competition authorities to implement the scheme, approval of the JSE with respect to the scheme and the delisting of MiX ordinary shares from the JSE, and approval of the SARB as required under South African Exchange Control Regulations in respect of the scheme and the Powerfleet secondary listing;

 

receipt of approvals of applicable regulatory authorities for distribution of a scheme circular to MiX Telematics’ shareholders;

 

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receipt by MiX Telematics of a final fair and reasonable opinion of an independent expert, as required by the Companies Act;

 

receipt by MiX Telematics of the MiX specified shareholder approval;

 

receipt by Powerfleet of the Powerfleet specified stockholder approval;

 

receipt of required JSE approvals for the Powerfleet secondary listing;

 

approval for listing on Nasdaq and the JSE of the scheme consideration shares; and

 

closing of debt and/or equity financing in an amount sufficient to provide for the redemption in full in cash of all outstanding shares of Powerfleet’s Series A preferred stock.

 

See “The Implementation Agreement—Conditions to the Scheme” beginning on page 117 of this joint proxy statement/prospectus.

 

Q:What will be the composition of the board of directors and management of the combined company following the transactions?

 

A:Following the scheme implementation date, the board of directors of the combined company will be comprised as follows: (i) two directors to be designated by the Powerfleet board, which will be Michael Brodsky, the current Chairman of the Powerfleet board, and Steve Towe, the current Chief Executive Officer of Powerfleet, (ii) two directors designated by the MiX board, which will be Ian Jacobs, the current Chairperson of the MiX board, and Michael McConnell, and (iii) up to two additional directors as mutually agreed upon by Powerfleet and MiX Telematics, each of which must be “independent” within the meaning of the corporate governance standards of Nasdaq. Mr. Brodsky will serve as the Chairman of the board of directors of the combined company.

 

Additionally, Steve Towe will remain Chief Executive Officer of the combined company and David Wilson will remain the Chief Financial Officer of the combined company following the scheme implementation date.

 

Q:Following the transactions, will Powerfleet common stock or MiX ordinary shares continue to trade on a stock exchange?

 

A:Following the consummation of the transactions, Powerfleet common stock will continue to be listed on Nasdaq and the TASE under the symbol “PWFL” and will additionally be listed on the JSE via the Powerfleet secondary listing. Further, the MiX ordinary shares will be delisted from the JSE and the MiX ADSs will be delisted from the NYSE. In addition, the MiX ordinary shares and the MiX ADSs will be deregistered under the JSE listings requirements and the Exchange Act, as applicable.

 

Q:What are the U.S. federal income tax consequences of the scheme?

 

A:The scheme is intended to qualify as a “reorganization” under Section 368(a) of the Code. Assuming the scheme so qualifies, and subject to the discussion under “Material U.S. Federal Income Tax Consequences of the Scheme” of this joint proxy statement/prospectus, a U.S. holder of MiX ordinary shares generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of MiX ordinary shares for shares of Powerfleet common stock pursuant to the scheme. However, neither Powerfleet nor MiX Telematics has sought, nor do they intend to seek, any ruling from the Internal Revenue Service (the “IRS”), and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. If the scheme does not qualify as a “reorganization” under Section 368(a) of the Code, the receipt of Powerfleet common stock in exchange for MiX ordinary shares would generally constitute a taxable exchange for U.S. federal income tax purposes and the tax consequences of the scheme could materially differ from those described herein.

 

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For a more complete discussion of the U.S. federal income tax consequences of the scheme, including tax consequences relating to tax basis and holding periods, see “Material U.S. Federal Income Tax Consequences of the Scheme” beginning on page 89 of this joint proxy statement/prospectus. Tax matters relating to the scheme can be complicated, and the tax consequences of the scheme to a particular holder will depend on such holder’s particular facts and circumstances. All holders should consult with their own tax advisors to determine the specific U.S. federal, state or local or foreign income or other tax consequences of the scheme to them.

 

Q: Who will solicit and pay the cost of soliciting proxies for the meetings?

 

A:Powerfleet. Powerfleet will bear all costs and expenses in connection with the solicitation of proxies, including the costs of preparing, printing and mailing this joint proxy statement/prospectus for the Powerfleet special meeting. Powerfleet has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the Powerfleet special meeting and will pay a fee of approximately $10,500, plus reimbursement of reasonable out-of-pocket expenses.

 

MiX Telematics. MiX Telematics will bear all costs and expenses in connection with the solicitation of proxies, including the costs of preparing, printing and mailing this joint proxy statement/prospectus for the MiX extraordinary general meeting. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. MiX Telematics has engaged Morrow Sodali LLC to assist in the solicitation of proxies in connection with the MiX extraordinary general meeting for a services fee of approximately $17,500, plus disbursements. Brokers, banks and other securities intermediaries will also be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

 

Q:May I change my vote after I have mailed my signed proxy card or voted by telephone or over the Internet?

 

A:Yes, you may change your vote any time before your proxy is voted at the Powerfleet special meeting or the MiX extraordinary general meeting. If you hold shares of Powerfleet common stock or MiX ordinary shares, as applicable, in street name (rather than through “own-name” registration), you may submit new voting instructions by contacting your bank, broker or other securities intermediary. You may also change your vote or revoke your proxy at the Powerfleet special meeting and MiX extraordinary general meeting if you obtain a signed letter of representation from the record holder (broker, bank or other securities intermediary) giving you the right to vote the applicable shares. Your most recent proxy card or Internet proxy is the one that is counted. Your participation in the Powerfleet special meeting or MiX extraordinary general meeting by itself will not revoke your proxy unless you give written notice of revocation to Powerfleet or MiX Telematics, as applicable, before your proxy is voted or you vote at the relevant meeting.

 

If you are a Powerfleet stockholder of record, you can change your vote by:

 

timely delivering a written notice of revocation or a duly executed proxy bearing a later date by mail to the secretary of Powerfleet at the address provided immediately below;

 

timely submitting revised voting instructions by telephone or over the Internet by following the instructions set forth on the applicable proxy card;

 

attending the Powerfleet special meeting and voting electronically.

 

PowerFleet, Inc.

123 Tice Boulevard

Woodcliff Lake, New Jersey, 07677

Attn: David Wilson, Corporate Secretary

 

If you are a MiX shareholder and you have voted by Internet or email, you may change your vote and revoke your proxy by:

 

sending a written statement to that effect to the attention of the company secretary at MiX Telematics’ corporate offices at the address provided immediately below, provided such statement is received no later than 2:30 p.m., South African time, on February 28, 2024;

 

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voting again by Internet at a later time before the closing of those voting facilities at 2:30 p.m., South African time, on February 28, 2024;

 

submitting a properly signed proxy card with a later date that is received no later than 2:30 p.m., South African time, on February 28, 2024; or

 

attending the MiX extraordinary general meeting, revoking your proxy and voting electronically.

 

MiX Telematics Limited

Matrix Corner, Howick Close

Waterfall Park

Midrand, Johannesburg, South Africa, 1685

(PO Box 12326, Vorna Valley, 1686)

Attn: MiX Telematics Company Secretary

 

If you have queries about how you can deliver voting instructions with respect to MiX ADSs, please contact the depositary, your broker, bank or other securities intermediary. If at any point you require guidance, please contact MiX Telematics at company.secretary@mixtelematics.com.

 

Q: Do I need to do anything about my certificates representing MiX ordinary shares?

 

A:Yes. In the event that the scheme becomes operative, you will be required to surrender your documents of title in respect of all your MiX ordinary shares in order to receive the scheme consideration.

 

In order to surrender your documents of title and receive the scheme consideration, you will be required to complete a form of surrender and transfer in accordance with the instructions contained therein, which will be attached to the scheme circular issued to you by MiX Telematics, and return it, together with the relevant documents of title, to the transfer secretaries, either by hand to Computershare, First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, South Africa, or by post to Private Bag X3000, Saxonwold, 2132. It must be received no later than 12:00 South African time on the scheme record date.

 

You may surrender your documents of title any time prior to the scheme record date in anticipation of the scheme becoming operative.

 

If you are a certificated shareholder and your share certificates relating to your MiX ordinary shares to be surrendered have been lost or destroyed, you should nevertheless return the form of surrender and transfer attached to the scheme circular, duly signed and completed, to the transfer secretaries together with a duly completed indemnity form, which is obtainable from the transfer secretaries, as well as satisfactory evidence that the documents of title have been lost or destroyed.

 

If the scheme is not implemented, as a result of any of the conditions not being fulfilled or waived, or the implementation agreement is terminated, then any documents of title surrendered and held by the transfer secretaries will be returned to the relevant shareholders by the transfer secretaries, at such shareholders’ own risk, by registered post within approximately five business days from the date on which the scheme is not implemented or the implementation agreement is terminated.

 

If you hold ADRs evidencing MiX ADSs, you will generally need to surrender those ADRs in order to receive your scheme consideration. The depositary will mail you a letter of transmittal to be used for such purpose.

 

In connection with the scheme, MiX Telematics will pay any applicable fees, charges and expenses of the depositary and government charges due to or incurred by the depositary, in connection with the cancellation of the MiX ADSs surrendered (and the underlying MiX ordinary shares), including applicable MiX ADS cash distribution fees, MiX ADS cancellation fees and depositary servicing fees (each up to $0.05 per MiX ADS pursuant to the terms of the deposit agreement).

  

Q: What do I need to do now?

 

A: You are urged to read carefully and consider the information contained in this joint proxy statement/ prospectus, including the annexes and the documents incorporated by reference, and to consider how the transactions will affect you as a stockholder or shareholder. You should then vote as soon as possible, in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed voting materials, or, if you hold your shares through a brokerage firm, bank or other securities intermediary, on the voting instruction form provided by the broker, bank or securities intermediary. You should note specific instructions for voting with respect to MiX ADS holders.

 

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Q: Who can help answer my questions?

 

A:Powerfleet stockholders or MiX shareholders that have questions about the implementation agreement, the transactions or the other matters to be voted on at the Powerfleet special meeting or MiX extraordinary general meeting, who need assistance submitting their proxy or voting shares or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:

 

Powerfleet

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and brokers call: (212) 269-5550

All others call toll-free: (800) 949-2583

Email: pwfl@dfking.com

 

MiX Telematics

Statucor Proprietary Limited

Company Secretary of MiX Telematics

Matrix Corner, Howick Close

Waterfall Park Midrand, Johannesburg, South Africa, 1685

(PO Box 12326, Vorna Valley, 1686)

Email: company.secretary@mixtelematics.com

 

Morrow Sodali LLC
430 Park Avenue, 14th Floor
New York, New York 10022
Banks and brokers call: (203) 658-9400
Shareholders call toll-free: (800) 662-5200 or
Email: MIXT@investor.morrowsodali.com

 

If you are a MiX ADS holder and have queries about how you can deliver voting instructions, please contact the depositary, your broker, bank or other securities intermediary. If at any point you require guidance, please contact the MiX Telematics at company.secretary@mixtelematics.com.

 

Q: Where can I find more information about Powerfleet and MiX Telematics?

 

A:You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 143 of this joint proxy statement/prospectus.

 

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SUMMARY

 

The following summary highlights selected information described in more detail elsewhere in this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus and may not contain all the information that may be important to you. To understand the transactions and the matters being voted on by Powerfleet stockholders and MiX shareholders at their respective meetings more fully, and to obtain a more complete description of the legal terms of the implementation agreement, you should carefully read this entire document, including the annexes and the documents incorporated by reference herein and to which Powerfleet and MiX Telematics refer you. Items in this summary include page references directing you to a more complete description of the topics. See “Where You Can Find More Information” beginning on page 143 of this joint proxy statement/prospectus.

 

Information about the Companies (Page 38)

 

Powerfleet

 

Powerfleet was incorporated in the State of Delaware in 2019. Powerfleet, together with its subsidiaries, is a global leader of Internet-of-Things (“IoT”) solutions providing valuable business intelligence for managing high-value enterprise assets that improve operational efficiencies. Powerfleet is solving the challenge of inefficient data collection, real-time visibility, and analysis that leads to transformative business operations. Powerfleet’s Software-as-a-Service (“SaaS”) cloud-based applications take data from its IoT devices and ecosystem of third-party and partner applications to present actionable information for customers to increase efficiencies, improve safety and security, and increase their profitability in easy-to-understand reports, dashboards and real-time alerts. Powerfleet’s principal executive office is located at 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677.

 

Additional information about Powerfleet and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 143 for more information.

 

MiX Telematics

 

MiX Telematics was incorporated under the laws of the Republic of South Africa in 1995. MiX Telematics is a leading global provider of connected fleet and mobile asset solutions delivered as SaaS. MiX Telematics’ solutions deliver a measurable return by enabling its customers to manage, optimize and protect their investments in commercial fleets or personal vehicles. MiX Telematics generates actionable insights that enable a wide range of customers, from large enterprise fleets to small fleet operators and consumers, to reduce fuel and other operating costs, improve efficiency, enhance regulatory compliance, enhance driver safety, manage risk and mitigate theft. Using an intuitive, web-based interface, dashboards or mobile apps, its fleet customers can access large volumes of real-time and historical data, monitor the location and status of their drivers and vehicles and analyze a wide number of key metrics across their fleet operations. MiX Telematics’ principal executive office is located at 750 Park of Commerce Blvd., Suite 310, Boca Raton, Florida 33487.

 

Additional information about MiX Telematics and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 143 for more information.

 

Powerfleet Sub

 

Powerfleet Sub is a private company incorporated in the Republic of South Africa on August 30, 2023. Powerfleet Sub has no material assets and does not operate any business. To date, Powerfleet Sub has not conducted any activities other than those incidental to its formation and the execution of the implementation agreement. After the consummation of the transactions, Powerfleet Sub will be the holding company of MiX Telematics.

 

The address of Powerfleet Sub’s registered office is Block C, Belvedere Office Park, Pasita Street, Cape Town, Republic of South Africa, 7530.

 

The Transactions (Page 49)

 

On October 10, 2023, Powerfleet, Powerfleet Sub and MiX Telematics entered into the implementation agreement. Upon satisfaction or waiver of the closing conditions in the implementation agreement, on the scheme implementation date, Powerfleet Sub will acquire all of the issued MiX ordinary shares (including those represented by MiX ADSs), excluding treasury shares and any MiX ordinary shares held by any MiX shareholder that has validly exercised its appraisal rights with respect to the scheme, through the implementation of the scheme in accordance with Sections 114 and 115 of the Companies Act, from MiX shareholders (including MiX ADS holders) in exchange for the scheme consideration.

 

As a result of the transactions, MiX Telematics will become a direct, wholly owned subsidiary of Powerfleet Sub and an indirect, wholly owned subsidiary of Powerfleet. The securityholders of MiX Telematics will become securityholders of Powerfleet. The implementation of the scheme is expected to result in current MiX Telematics securityholders owning approximately 65.5%, and current Powerfleet securityholders owning approximately 34.5%, of the outstanding shares of Powerfleet common stock on a fully diluted basis immediately following the scheme implementation date.

 

Company Structure (Page 49)

 

Upon consummation of the transactions, MiX Telematics will become a direct, wholly owned subsidiary of Powerfleet Sub and an indirect, wholly owned subsidiary of Powerfleet. The following diagrams illustrate in simplified terms the current structure of Powerfleet and MiX Telematics and the expected structure of Powerfleet following the consummation of the transactions.

 

 

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Current Structure of the Companies

 

 

Post-Closing Structure*

 

 

* Percentages reflect expected ownership immediately after consummation of the transactions on a fully-diluted basis.

 

Scheme Consideration to MiX Shareholders (Page 104)

 

On the scheme implementation date, each MiX shareholder, other than MiX shareholders that have validly exercised appraisal rights with respect to the scheme, will receive 0.12762 shares of Powerfleet common stock for each MiX ordinary share held as of the scheme record date by such MiX shareholder (and each MiX ADS holder will receive 3.19056 shares of Powerfleet common stock for each MiX ADS held by such MiX ADS holder), plus any cash payments in respect of fractional entitlements to such shares.

 

Treatment of Powerfleet Equity Awards

 

Although the transactions, as structured, do not fall within the “change in control” definition for purposes of the Powerfleet equity plans, on October 9, 2023, the compensation committee of the Powerfleet board (the “Powerfleet compensation committee”) approved the acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that are outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting). The acceleration of vesting of equity awards are subject to and conditioned upon the closing of the transactions, which will result in an effective change of control of Powerfleet, as current MiX Telematics securityholders are expected to own approximately 65.5% of Powerfleet on a fully diluted basis immediately following the implementation of the scheme.

 

Treatment of MiX Telematics Equity Awards (Page 105)

 

Assumption of MiX Telematics Equity Plans

 

On the scheme implementation date, Powerfleet will assume MiX Telematics’ equity compensation plans, each of which will be amended as necessary to reflect such assumption.

 

MiX Telematics Stock Appreciation Rights

 

Each MiX SAR that is outstanding immediately prior to the scheme implementation date, whether or not vested or exercisable, will be assumed by Powerfleet and will have the same terms and conditions as were applicable to such MiX SAR immediately prior to the scheme implementation date, except that (i) the applicable performance conditions may be waived by MiX Telematics, subject to Powerfleet’s consent, in connection with the closing of the transactions and (ii) each MiX SAR will constitute a stock appreciation right with respect to the number of shares of Powerfleet common stock determined by multiplying (x) the number of MiX ordinary shares subject to such MiX SAR immediately prior to the scheme implementation date by (y) the per share scheme consideration (rounded down to the nearest whole number of shares), and any per-share exercise price will equal the quotient obtained by dividing (A) the exercise price per MiX ordinary share subject to such MiX SAR immediately prior to the scheme implementation date by (B) the per share scheme consideration (rounded up to the nearest one hundredth of a cent).

 

 

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Treatment of Indebtedness of MiX Telematics (Page 105)

 

No later than five business days prior to the date on which the scheme conditions are fulfilled or waived, MiX Telematics will use commercially reasonable efforts to obtain and deliver to Powerfleet customary payoff letters with respect to the satisfaction and release of all of MiX Telematics’ and its subsidiaries’ liabilities and obligation under any loan document pursuant to which MiX Telematics is required to repay or redeem any indebtedness at or prior to the scheme implementation date as mutually agreed to by the parties, the termination of all such loan documents, the release of all liens held pursuant to or otherwise related to such loan documents and such other matters as Powerfleet may reasonably request.

 

Comparative Per Share Data and Dividend Information (Page 135)

 

Shares of Powerfleet common stock are listed on Nasdaq and the TASE under the symbol “PWFL.” MiX ordinary shares are listed and traded on the JSE under the symbol “MIX” and MiX ADSs are listed on the NYSE and traded under the symbol “MIXT.” Bank of New York Mellon serves as depositary with respect to MiX ADSs. The following table shows the closing prices of shares of Powerfleet common stock and MiX ADSs as reported on Nasdaq and the NYSE, respectively, on October 9, 2023, the last trading day before the implementation agreement was announced, and on January 19, 2024, the last practicable day before the date of this joint proxy statement/prospectus.

 

   Powerfleet common stock   MiX ADSs (each representing 25 MiX ordinary shares) 
October 9, 2023  $1.97   $5.58 
January 19, 2024   $ 3.33     $ 9.10  

 

Recommendation of the Powerfleet Board of Directors and Powerfleet’s Reasons for the Transactions (Page 63)

 

The Powerfleet board (with the Series A directors abstaining) recommends that Powerfleet stockholders vote “FOR” the Powerfleet stock issuance proposal, “FOR” the Powerfleet charter amendment proposal, “FOR” the Powerfleet compensation proposal and “FOR” the Powerfleet adjournment proposal. In reaching its determinations and recommendations, the Powerfleet board consulted with Powerfleet’s senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the transactions:

 

the transactions are expected to immediately increase value to stockholders, with combined total revenue of $279 million. The stronger balance sheet paired with a growth-centric capital structure is expected to propel the combined entity towards ambitious and achievable growth goals, including “Rule of 40” performance;

 

the combined company will create a 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 its customers and create advantages to compete in an industry characterized by the need for high pace of development and innovation;

 

with a combined base of approximately 1.7 million subscribers following the transactions, the joint entity is expected to achieve significant scale as well as enhance its Unity platform strategy – including its AI-led data harmonization and integration capabilities;

 

by integrating the Powerfleet’s and MiX Telematics’ world-class engineering and technology teams, the combined organization is expected to accelerate the delivery of top-class solutions with improved competitive advantage;

 

the joint entity’s combined geographical footprint, deep vertical expertise and expanded software solution sets coupled with its extensive direct and indirect sales channel capabilities are expected to enable it to maximize significant cross-sell and upsell opportunities within its large joint customer base;

 

the fact that Powerfleet stockholders will continue to participate in the future performance of the combined company through their continued ownership in Powerfleet;

 

the fact that two members of the continuing board of directors of Powerfleet will be designated by Powerfleet, including the Chief Executive Officer of Powerfleet and the Chairman of the Powerfleet board (with two other members appointed by MiX Telematics and up to two further directors to be appointed upon mutual agreement of Powerfleet and MiX Telematics), and that the Chief Executive Officer and Chief Financial Officer of Powerfleet will remain in those roles; and

 

the Powerfleet board’s view, after consultation with Powerfleet management and financial advisors, that a strategic combination with MiX Telematics was Powerfleet’s best available strategic alternative.

 

For a more complete description of the factors considered by the Powerfleet board in reaching this decision, including potentially negative factors against which these advantages and opportunities were weighed, and additional information on the recommendation of the Powerfleet board, see “Overview of the Transactions—Recommendation of the Powerfleet Board of Directors and Powerfleet’s Reasons for the Transactions” beginning on page 63 of this joint proxy statement/prospectus.

 

Opinion of Powerfleet’s Financial Advisor (Page 72 and Annex C)

 

William Blair was retained by Powerfleet to act as its financial advisor in connection with a possible transaction. Pursuant to its engagement, the Powerfleet board requested that William Blair render an opinion to the Powerfleet board as to the fairness, from a financial point of view, of the exchange ratio to holders of Powerfleet common stock. On October 9, 2023, William Blair delivered its oral opinion to the Powerfleet board (subsequently confirmed in its written opinion dated October 9, 2023) that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications and limitations stated in its written opinion, the exchange ratio was fair, from a financial point of view, to holders of Powerfleet common stock.

 

THE FULL TEXT OF WILLIAM BLAIR’S WRITTEN OPINION, DATED OCTOBER 9, 2023, IS ATTACHED AS ANNEX C TO THIS JOINT PROXY STATEMENT/PROSPECTUS AND INCORPORATED INTO THIS JOINT PROXY STATEMENT/PROSPECTUS BY REFERENCE. YOU ARE URGED TO READ THE ENTIRE FAIRNESS OPINION CAREFULLY AND IN ITS ENTIRETY TO LEARN ABOUT THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF THE REVIEW UNDERTAKEN BY WILLIAM BLAIR IN RENDERING ITS OPINION. THE ANALYSIS PERFORMED BY WILLIAM BLAIR SHOULD BE VIEWED IN ITS ENTIRETY; NONE OF THE METHODS OF ANALYSIS SHOULD BE VIEWED IN ISOLATION. WILLIAM BLAIR’S FAIRNESS OPINION WAS DIRECTED TO THE POWERFLEET BOARD FOR ITS USE AND BENEFIT IN EVALUATING THE FAIRNESS OF THE EXCHANGE RATIO SPECIFIED IN THE IMPLEMENTATION AGREEMENT AND RELATES ONLY TO THE FAIRNESS, AS OF THE DATE OF WILLIAM BLAIR’S FAIRNESS OPINION AND FROM A FINANCIAL POINT OF VIEW, OF THE EXCHANGE RATIO SPECIFIED IN THE IMPLEMENTATION AGREEMENT. WILLIAM BLAIR’S FAIRNESS OPINION DOES NOT ADDRESS ANY OTHER ASPECTS OF THE SCHEME OR ANY RELATED TRANSACTION AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY POWERFLEET STOCKHOLDER AS TO HOW SUCH POWERFLEET STOCKHOLDER SHOULD VOTE ITS SHARES OF POWERFLEET COMMON STOCK WITH RESPECT TO THE SCHEME. WILLIAM BLAIR DID NOT ADDRESS THE MERITS OF THE UNDERLYING DECISION BY POWERFLEET TO ENGAGE IN THE SCHEME. THE SUMMARY OF WILLIAM BLAIR’S FAIRNESS OPINION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF ITS FAIRNESS OPINION ATTACHED TO THIS JOINT PROXY STATEMENT/PROSPECTUS AS ANNEX C.

 

 

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Recommendation of the MiX Telematics Independent Board of Directors and MiX Telematics’ Reasons for the Transactions (Page 67)

 

The MiX independent board recommends that MiX shareholders vote “FOR” the MiX scheme resolution, “FOR” the MiX revocation resolution, “FOR” the MiX termination notice resolution and “FOR” the MiX authorization resolution. In reaching its determinations and recommendations, the MiX independent board consulted with MiX Telematics’ senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the transactions:

 

  the transactions will create a global IoT SaaS provider with significant scale, elevating the strategic position of the combined company globally. The increased scale of the combined company business is expected to enable it to more efficiently serve its customers and more effectively compete in an industry which is characterized by a high pace of development and innovation;
    
  the transactions will create an enlarged combined company platform that the parties believe will be well positioned to capitalize on consolidation opportunities in the global IoT industry and, as a result, the combined company should be able to benefit from enhanced market presence and influence;
    
  the combination of geographies served by MiX Telematics and Powerfleet reduces the combined company’s proportionate exposure (compared to MiX Telematics’ proportionate exposure on a stand-alone basis) to developing markets, thereby mitigating foreign currency risks and creating opportunities for accelerated market penetration through cross-selling and upselling into various geographies; and
    
  the transactions will enable the combined company to transition to an expanded bundled subscription model, which should facilitate increased recurring subscription revenues, greater future revenue visibility and margin expansion.

 

For a more complete description of the factors considered by the MiX independent board in reaching this decision, including potentially negative factors against which these advantages and opportunities were weighed, and additional information on the recommendations of the MiX independent board, see “Overview of the Transactions—Recommendation of the MiX Telematics Independent Board of Directors and MiX Telematics’ Reasons for the Transactions” beginning on page 67 of this joint proxy statement/prospectus.

 

Opinion of MiX Telematics’ Independent Expert (Page 80)

 

Pursuant to an engagement letter dated September 7, 2023, MiX retained BDO as its independent expert in connection with a possible acquisition of MiX and to deliver a fair and reasonable opinion in connection with the proposed scheme.

 

At the meeting of the MiX independent board on October 2, 2023, BDO rendered its oral opinion to the MiX independent board that, as of such date and based upon and subject to the factors and assumptions set forth in its written opinion, the scheme consideration to be paid to the MiX shareholders in the proposed scheme was fair and reasonable (as contemplated by the Companies Act) to such shareholders. BDO has confirmed its October 2, 2023 opinion by delivering its written opinion to the MiX independent board, dated October 10, 2023, that, as of such date, the scheme consideration to be paid to the MiX shareholders in the proposed scheme is fair and reasonable (as contemplated by the Companies Act) to such shareholders. BDO subsequently confirmed its October 2, 2023 and October 10, 2023 opinion by delivering, in connection with the finalization of the scheme circular as required under the Companies Act, its written opinion to the MiX independent board, dated January 12, 2024, that, as of such date, the scheme consideration to be paid to the MiX shareholders in the proposed scheme is fair and reasonable (as contemplated by the Companies Act) to such shareholders.

 

The full text of the final written opinion of BDO, dated January 12, 2024, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of BDO set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. MiX shareholders are urged to read the opinion in its entirety. 

 

BDO’s written opinion was addressed to the MiX independent board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed scheme, was directed only to the scheme consideration to be paid in the scheme and did not address any other aspect of the scheme. BDO expressed no opinion as to the fairness of the scheme consideration to the holders of any other class of securities, creditors or other constituencies of MiX or as to the underlying decision by MiX to engage in the proposed scheme. The opinion does not constitute a recommendation to any MiX shareholder as to how such shareholder should vote with respect to the proposed scheme or any other matter.

 

Interests of Certain Persons in the Transactions (Pages 84 and 87)

 

Powerfleet

 

In considering the recommendation of the Powerfleet board, Powerfleet stockholders should be aware that Powerfleet’s directors and executive officers may have interests in the transactions, including financial interests, that may be different from, or in addition to, the interests of Powerfleet stockholders generally. The Powerfleet board was aware of and considered such interests, among other matters, in reaching its decision to adopt the implementation agreement and approve the transactions and in recommending to Powerfleet stockholders that the Powerfleet proposals relating to the Powerfleet special meeting be approved.

 

These interests are described in further detail in “Interests of Powerfleet Directors and Executive Officers in the Transactions” beginning on page 84 of this joint proxy statement/prospectus.

 

MiX Telematics

 

In considering the recommendation of the MiX independent board, MiX shareholders should be aware that MiX Telematics’ directors and executive officers may have interests in the transactions, including financial interests, that may be different from, or in addition to, the interests of MiX shareholders generally. Additionally, certain related persons engaged by MiX Telematics in connection with the transactions will be entitled to a success fee upon the closing of the transactions. The MiX board was aware of and considered such interests, among other matters, in reaching its decision to adopt the implementation agreement and approve the transactions and in recommending to MiX shareholders that the MiX resolutions relating to the MiX extraordinary general meeting be approved.

 

These interests are described in further detail in “Interests of MiX Telematics Directors, Executive Officers and Certain Related Persons in the Transactions” beginning on page 87 of this joint proxy statement/prospectus.

 

Board of Directors and Management of the Combined Company (Page 87)

 

Following the implementation of the scheme, the board of directors and management of the combined company will be as follows:

 

the board of directors will be comprised of: (i) two directors designated by the Powerfleet board, which will be Michael Brodsky, the current Chairman of the Powerfleet board, and Steve Towe, the current Chief Executive Officer of Powerfleet, (ii) two directors designated by the MiX board, which will be Ian Jacobs, the current Chairperson of the MiX board, and Michael McConnell, and (iii) up to two additional directors to be mutually agreed upon by Powerfleet and MiX Telematics, each of which must be “independent” within the meaning of the corporate governance standards of Nasdaq;

 

Mr. Brodsky will serve as the Chairman of board of directors; and

 

Steve Towe and David Wilson will remain the Chief Executive Officer and Chief Financial Officer, respectively.

 

 

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Material U.S. Federal Income Tax Consequences of the Scheme (Page 89)

 

Assuming that the scheme is completed as currently contemplated, each of Powerfleet and MiX Telematics intends for the scheme to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to MiX Telematics’ obligation to closing of the transactions that it receives an opinion of counsel to the effect that the scheme should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Provided that the scheme qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder and a non-U.S. holder (each as defined in “Material U.S. Federal Income Tax Consequences of the Scheme”) generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of MiX ordinary shares (including those represented by MiX ADSs) for shares of Powerfleet common stock pursuant to the scheme, except with respect to any cash received in lieu of fractional shares of Powerfleet common stock.

 

Please see “Material U.S. Federal Income Tax Consequences of the Scheme” for a more detailed discussion of the U.S. federal income tax consequences of the scheme to U.S. holders and non-U.S. holders. Each MiX shareholder is strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the scheme to it.

 

Appraisal Rights or Dissenters’ Rights (Page 88)

 

Appraisal rights are not available to holders of Powerfleet common stock or MiX ADS holders.

 

In terms of Section 164 of the Companies Act, at any time before the MiX resolutions as set out in this joint proxy statement/prospectus are voted on, a MiX shareholder may give MiX Telematics a written notice objecting to the MiX resolutions. Within ten business days after adoption of the MiX resolutions, MiX Telematics must send a notice to the dissenting MiX shareholders that have not withdrawn their objection notice and that have voted against the MiX resolutions, informing them that the MiX resolutions have been adopted. A dissenting MiX shareholder may demand that MiX Telematics pay the dissenting MiX shareholder the fair value for all of its MiX ordinary shares by following the procedural requirements of Section 164 of the Companies Act. A copy of the relevant provisions of Section 164 of the Companies Act is set out in Annex E attached to this joint proxy statement/prospectus.

 

Listing of Powerfleet Common Stock; Delisting and Deregistration of MiX ADSs and MiX Ordinary Shares (Page 88)

 

The conditions to the consummation of transaction include, among others, that (i) the shares of Powerfleet common stock issuable to MiX shareholders in the scheme be approved for listing on Nasdaq, subject to official notice of issuance, and (ii) Powerfleet obtains approvals from the JSE for the Powerfleet secondary listing on the Main Board of the JSE.

 

Powerfleet common stock is currently listed for trading on Nasdaq and the TASE under the symbol “PWFL.” MiX ordinary shares are currently listed for trading on the JSE under the symbol “MIX” and MiX ADSs are currently listed for trading on the NYSE under the symbol “MIXT.” Following consummation of the transactions, MiX ordinary shares will be delisted from the JSE and MiX ADSs will be delisted from the NYSE. Both MiX ordinary shares and MiX ADSs will be deregistered under the JSE listings requirements and the Exchange Act, as applicable.

 

Conditions to the Completion of the Transactions (Page 106)

 

The obligations of each party to implement the scheme are subject to the fulfillment (or, where applicable under the implementation agreement and applicable law, waiver) of various conditions, including the following:

 

  MiX Telematics having obtained the requisite regulatory approvals for MiX Telematics to send the scheme circular to MiX shareholders;

 

  MiX Telematics having obtained the MiX shareholder approval and Powerfleet having obtained the Powerfleet stockholder approval;

 

  the parties having obtained all approvals from the JSE for the Powerfleet secondary listing;

 

  the scheme consideration shares to be issued pursuant to the implementation of the scheme having been approved for listing on Nasdaq and the Main Board of the JSE, subject to official notice of issuance;

 

  no law or order having been promulgated, entered, enforced, enacted or issued or made applicable to the scheme or the issuance of the scheme consideration shares by any governmental entity that prohibits, restrains or makes illegal the implementation of the scheme or the issuance of the scheme consideration shares;

 

  the registration statement of which this joint proxy statement/prospectus forms a part having become effective, and not subject to any stop order or any proceeding seeking a stop order;

 

  the South African prospectus having been registered under the Companies Act and approved by the JSE;

 

  the closing of the financing having occurred and there having been deposited with Powerfleet and/or Powerfleet Sub or a third party appointed for such purpose readily available funds sufficient to provide for and to be utilized exclusively for the redemption in full in cash of all outstanding shares of Series A preferred stock;

 

  expiration or termination of all applicable waiting periods required under any competition laws for the consummation of the transactions;

 

  with respect to any MiX shareholders exercising appraisal rights afforded by the Companies Act, (i) MiX shareholders holding not more than 3% of all MiX ordinary shares eligible to be voted at the MiX extraordinary general meeting do not give notice objecting to the MiX resolutions and/or do not vote against the MiX resolutions or (ii) if more than 3% of all MiX ordinary shares eligible to vote at the MiX extraordinary general meeting give notice objecting to the MiX resolutions and vote against the MiX resolutions at the MiX extraordinary general meeting, the relevant MiX shareholders do not validly and timely exercise their appraisal rights in respect of more than 3% of the MiX ordinary shares eligible to be voted at the MiX general meeting;

 

  if the MiX resolutions are opposed by 15% or more of the voting rights exercised on the MiX resolutions and, within five business days after the vote at the MiX extraordinary general meeting, any person who voted against the MiX resolutions requires MiX Telematics to seek the approval of a court under the Companies Act and the court having approved the implementation of the MiX resolutions;

 

  if any person who voted against the MiX resolutions applies to court under the Companies Act, either the court having declined to grant leave to such person for a review of the MiX resolutions or if leave for a review is granted, the court having declined to set aside the MiX resolutions and approved the implementation of the MiX resolutions;

 

  the parties having made any material filing required to obtain all material governmental authorizations applicable to the transactions and obtaining all such governmental authorizations, including the following:

 

  issuance by the TRP of a compliance certificate in respect of the scheme;

 

  approvals from applicable competition authorities as are required under applicable law to implement the scheme;

 

  approvals from the JSE as are required under the JSE listings requirements with respect to the scheme, the delisting of MiX ordinary shares from the JSE and the Powerfleet secondary listing;
     
  such approval of FinSurv as is required to implement the scheme, the delisting of MiX ordinary shares from the JSE and the Powerfleet secondary listing; and

 

  the independent expert having provided an opinion in relation to the scheme confirming that the scheme consideration is not unfair and not unreasonable to MiX shareholders.

 

 

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Further, there are separate, but additional, conditions to the obligations of each party to implement the scheme, which are subject to satisfaction on or prior to 17:00 South African time on the business day immediately preceding the day on which the MiX extraordinary general meeting and Powerfleet special meeting are to be held, or any other later date on which such meetings are to be held that the parties mutually agree upon so long as the delay in holding such meeting is not the result of the delivery of a MiX failure notice or Powerfleet failure notice (each as defined in “The Implementation Agreement—Termination”) (such date being referred to as the “pre-general meeting date”).

 

The parties to the implementation agreement cannot be certain when, or if, the scheme conditions will be satisfied or waived, or that the scheme will be implemented.

 

See “The Implementation Agreement—Conditions to the Scheme” beginning on page 117 of this joint proxy statement/prospectus for more information regarding the scheme conditions.

 

No Solicitation (Page 110)

 

Subject to certain exceptions, each of Powerfleet and MiX Telematics has agreed that it will not, and will cause its subsidiaries not to, and will use its reasonable best efforts to cause its and their respective subsidiaries’ directors, officers, employees, financial advisors, accountants and other advisors, agents or representatives not to, directly or indirectly initiate, solicit, knowingly encourage or knowingly facilitate or discuss or negotiate with any person, or furnish any nonpublic information or data to any person, with respect to an acquisition proposal. For a more detailed discussion of the ability of Powerfleet and MiX Telematics to consider other proposals, please see “The Implementation Agreement—No Solicitation” beginning on page 110 of this joint proxy statement/prospectus.

 

Certain Regulatory Approvals (Pages 87 and 102)

 

Subject to the terms of the implementation agreement, Powerfleet and MiX Telematics have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the implementation agreement (including the scheme), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. These approvals include, among others, (i) the effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, declared by the SEC, (ii) the approval of Nasdaq to list the shares of Powerfleet common stock to be issued in the scheme, (iii) the approval of, and the issuance of a compliance certificate by, the TRP in respect of the scheme, (iv) the approval of the South African competition authorities to implement the scheme, (v) the approval of the JSE with respect to the scheme, the delisting of MiX ordinary shares from the JSE and the Powerfleet secondary listing on the JSE, and (vi) the approval of the SARB as required under South African Exchange Control Regulations in respect of the scheme and the Powerfleet secondary listing.

 

Although none of the parties to the implementation agreement knows of any reason why they cannot obtain these regulatory approvals in a timely manner, the parties cannot be certain when or if they will be obtained. See “Overview of the Transactions—Regulatory Approvals” and “The Implementation Agreement—Conditions to the Scheme” beginning on pages 87 and 117, respectively, of this joint proxy statement/prospectus.

 

Termination of the Implementation Agreement (Page 121)

 

The implementation agreement may be terminated by mutual written consent of Powerfleet and MiX Telematics at any time prior to the date on which the last of the scheme conditions is fulfilled or, where appropriate, waived (such date being referred to as the “condition date”), subject to approval by the TRP.

 

In addition, either Powerfleet or MiX Telematics may terminate the implementation agreement if:

 

at any time prior to the condition date, any governmental authority of competent jurisdiction has issued a final and non-appealable order or enacted a law permanently restraining, enjoining or otherwise prohibiting or making illegal the implementation of the scheme or the issuance of the scheme consideration shares; provided that this right to terminate will not be available to any party whose breach of any provision of the implementation agreement results in the issuance of such final and non-appealable order or the enactment of such law;

 

the condition date has not occurred on or prior to March 31, 2024 (as such date may be extended in accordance with the implementation agreement, the “outside date”); provided that this right to terminate will not be available to any party whose breach of any provision of the implementation agreement results in the failure of the condition date to occur by such time;

 

the MiX shareholder approval is not obtained at the MiX extraordinary general meeting or at any adjournment or postponement thereof; provided that this right to terminate will not be available (i) to MiX Telematics if the breach of any provision of the implementation agreement by MiX Telematics results in the failure to obtain the MiX shareholder approval at the MiX extraordinary general meeting or (ii) to Powerfleet if MiX Telematics makes an adverse recommendation change following a final determination that the Powerfleet specified conditions (as defined in “The Implementation Agreement—Conditions to the Scheme”) have not been satisfied; or

 

the Powerfleet stockholder approval is not obtained at the Powerfleet special meeting or at any adjournment or postponement thereof; provided that this right to terminate will not be available to Powerfleet if the breach of any provision of the implementation agreement by Powerfleet results in the failure to obtain the Powerfleet stockholder approval at the Powerfleet special meeting.

 

Further, each party has separate, but additional, termination rights under the terms of the implementation agreement. For a more complete description of these termination rights, see “The Implementation Agreement—Termination” beginning on page 121 of this joint proxy statement/prospectus.

 

 

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Termination Fees (Page 123)

 

MiX Telematics has agreed to pay Powerfleet in immediately available funds a termination fee equal to the lesser of (A) $1,500,000 and (B) an amount equal to 1% of the value of the scheme consideration shares based on the closing price of Powerfleet common stock on the business day immediately prior to such fee becoming due (such fee being referred to as the “termination fee”) if the implementation agreement is terminated under any of the following circumstances:

 

  by either party, if the condition date has not occurred on or prior to the outside date or if the MiX shareholder approval is not obtained at the MiX extraordinary general meeting or any adjournment or postponement thereof, or by Powerfleet, solely upon MiX Telematics’ willful and intentional breach of any of its no solicitation obligations or a breach of its obligations to hold the MiX extraordinary general meeting and use reasonable best efforts to solicit proxies in favor of the scheme, and at or prior to such termination, an acquisition proposal for MiX Telematics has been made and within twelve months after the date of such termination, MiX Telematics enters into a definitive agreement, or completes a transaction, relating to an acquisition proposal for MiX Telematics (regardless of whether it is the same acquisition proposal); however, in this instance, references to 15% or more in the definition of acquisition proposal will be replaced by more than 50%;

 

  by Powerfleet, if, prior to the receipt of the MiX shareholder approval, MiX Telematics, the MiX independent board or the MiX board or any committee thereof makes an adverse recommendation change;
     
  by MiX Telematics, if, prior to the receipt of the MiX shareholder approval, (i) the MiX independent board authorizes MiX Telematics to enter into an acquisition agreement with a third party with respect to a superior proposal in accordance with the terms of the implementation agreement, (ii) substantially concurrent with the termination of the implementation agreement, MiX Telematics enters into the acquisition agreement with such third party, and (iii) the superior proposal is approved by holders of more than 50.1% of the issued MiX ordinary shares; or

 

  by MiX Telematics if the condition date has not occurred on or prior to the outside date and the MiX independent board, MiX board or any committee thereof makes an adverse recommendation change, unless the MiX shareholder approval was received prior to such termination.

 

Powerfleet has agreed to pay MiX Telematics the termination fee if the implementation agreement is terminated under any of the following circumstances:

 

  by either party, if the condition date has not occurred on or prior to the outside date or if the Powerfleet stockholder approval is not obtained at the Powerfleet special meeting or any adjournment or postponement thereof, or by MiX Telematics, solely upon Powerfleet’s willful and intentional breach of any of its no solicitation obligations or a breach of its obligations to hold the Powerfleet special meeting and use reasonable best efforts to solicit proxies in favor of the Powerfleet specified stockholder approval, and at or prior to such termination, an acquisition proposal for Powerfleet has been made and within twelve months after the date of such termination, Powerfleet enters into a definitive agreement, or completes a transaction, relating to an acquisition proposal for Powerfleet (regardless of whether it is the same acquisition proposal); however, in this instance, references to 15% or more in the definition of acquisition proposal will be replaced by more than 50%;

 

  by Powerfleet, if, prior to the receipt of the Powerfleet stockholder approval, (i) the Powerfleet board authorizes Powerfleet to enter into an acquisition agreement with a third party with respect to a superior proposal in accordance with the terms of the implementation agreement, and (ii) substantially concurrent with the termination of the implementation agreement, Powerfleet enters into the acquisition agreement with such third party; or

 

  by Powerfleet if the condition date has not occurred on or prior to the outside date and the Powerfleet board or any committee thereof makes an adverse recommendation change, unless the Powerfleet stockholder approval was received prior to such termination.

 

See “The Implementation Agreement—Termination Fees” beginning on page 123 of this joint proxy statement/prospectus for a more information on termination fees.

 

Financing Relating to the Transactions (Page 84)

 

As a condition to implementation of the scheme and consummation of the transactions, the implementation agreement requires that Powerfleet has closed on a debt and/or equity financing in an amount sufficient to provide for the redemption in full in cash of all outstanding shares of the Powerfleet’s Series A preferred stock.

 

Powerfleet and MiX Telematics have agreed to use their commercially reasonable efforts to provide, and to use their commercially reasonable efforts to cause their respective representatives and affiliates to provide, all cooperation reasonably requested by the lenders or investors, as applicable, under the financing in connection with the arrangement of such financing.

 

On December 19, 2023, Powerfleet and MiX Telematics entered into a commitment letter (the “debt commitment letter”) with Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”), pursuant to which RMB has committed to provide two senior secured term loan facilities to Powerfleet and Powerfleet Sub in an aggregate principal amount of up to $85 million (comprised of two facilities in the aggregate principal amount of up to the ZAR equivalent of $50 million and $35 million, respectively (the “Term A facility” and “Term B facility,” respectively, and, collectively, the “term facilities”)) and a general banking facility to Powerfleet Sub in an aggregate principal amount of up to R350 million (the “general facility” and, together with the term facilities, the “credit facilities”). The term facilities will be available to Powerfleet for the purpose of redeeming the Series A preferred stock in full in cash, and the general facility will be available to fund the ongoing activity and capital expenditures of Powerfleet Sub. The credit facilities are subject to customary closing conditions.

 

In addition, Powerfleet is considering amending the credit agreement, effective as of October 3, 2019 (the “credit agreement”), by and among PowerFleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M. (“Hapoalim”) to increase the amount available to borrow thereunder by approximately $20 million for the purpose of redeeming the Series A preferred stock in full in cash, subject to entry into a definitive amendment and the terms and conditions set forth therein, as well as the consent of the holders of Series A preferred stock.

 

See “Financing of the Transactions” beginning on page 84 of this joint proxy statement/prospectus.

 

Accounting Treatment of the Transactions (Page 88)

 

Powerfleet and MiX Telematics prepare their respective financial statements in accordance with GAAP. The transactions will be accounted for as a business combination using the acquisition method of accounting, with Powerfleet expecting to be considered the acquirer of MiX Telematics for accounting purposes. Accordingly, Powerfleet will measure the assets acquired and liabilities assumed at their fair values including net tangible and identifiable intangible assets acquired and liabilities assumed as of the scheme implementation date, with any excess purchase price over those fair values being recorded as goodwill.

 

Comparison of the Rights of Holders of MiX Ordinary Shares and Powerfleet Common Stock (Page 135)

 

Upon completion of the transactions, MiX shareholders and MiX ADS holders receiving shares of Powerfleet common stock will become stockholders of the combined company, and their rights will be governed by the DGCL and the governing corporate documents of the combined company in effect at the scheme implementation date. MiX shareholders and MiX ADS holders will have different rights once they become stockholders of the combined company due to differences between the governing documents of MiX Telematics and governing documents of Powerfleet, as described in more detail in “Comparison of the Rights of Holders of MiX Ordinary Shares and Powerfleet Common Stock” beginning on page 135 of this joint proxy statement/prospectus.

 

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of the federal securities laws that are not limited to historical facts, but reflect Powerfleet’s and/or MiX Telematics’ current beliefs, expectations or intentions regarding future events. Statements in this joint proxy statement/prospectus and the documents incorporated by reference herein that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. 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, Powerfleet’s and MiX Telematics’ expectations with respect to the synergies, costs and other anticipated financial impacts of the transactions; future financial and operating results of the combined company; the combined company’s plans, objectives, expectations and intentions with respect to future operations and services; the satisfaction of the closing conditions to the transactions; and the timing of the completion of the transactions.

 

Although Powerfleet and MiX Telematics believe the expectations reflected in such forward-looking statements are reasonable, such expectations may not occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the combined company to be materially different from actual future results expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth under “Risk Factors” included in this joint proxy statement/prospectus, as well as:

 

  the completion of the transactions in the anticipated timeframe or at all;
     
  subsequent integration of Powerfleet’s and MiX Telematics’ businesses and the ability to recognize the anticipated synergies and benefits of the transactions;
     
  the inability to consummate the transactions due to the failure to obtain the Powerfleet specified stockholder approval or MiX specified shareholder approval, or other conditions to closing in the implementation agreement;
     
  the outcome of any legal proceedings that may be instituted against Powerfleet or MiX Telematics following announcement of the transactions;
     
  the receipt of required regulatory approvals for the transactions;
     
  the negative effects of the announcement of the transactions or the consummation of the transactions on the market price of MiX Telematics’ or Powerfleet’s securities;
     
  the diversion of management time on transaction-related issues;
     
  access to available financing (including financing in connection with the transactions) on a timely basis and on reasonable terms;
     
  the inability to obtain or maintain the listing of Powerfleet common stock on Nasdaq or the JSE following the transactions;
     
  the failure of the markets for products of Powerfleet and MiX Telematics to continue to develop;
     
  the competitive conditions within our markets will not change materially or adversely;
     
  the loss of any key customers of Powerfleet or MiX Telematics or reduction in the purchase of Powerfleet or MiX Telematics products by any such customers;

 

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  the risks of fluctuations in foreign currency exchange rates and their effect on the financial results of MiX Telematics;
     
  changes in tax laws or interpretations that could increase Powerfleet’s consolidated tax liabilities following the transactions;
     
  the effects of competition from a wide variety of local, regional, national and other providers of IoT and SaaS solutions;
     
  changes in laws and regulations, domestically, in the Republic of South Africa, or in another territory where Powerfleet or MiX Telematics is operating, or changes in generally accepted accounting principles;
     
  global economic conditions, including inflationary pressures and risks of economic downturns or recessions in the United States and elsewhere;
     
  results of legal proceedings to which Powerfleet or MiX Telematics is a party;
     
  the inability to adequately protect our intellectual property;
     
  the loss of key senior management or technical staff;
     
  that the forecasts prepared by Powerfleet and MiX Telematics will accurately anticipate market demand; and
     
  such other risks and uncertainties detailed in “Risk Factors” beginning on page 25 of this joint proxy statement/prospectus, and in Powerfleet’s and MiX Telematics’ public filings with the SEC, including but not limited to Powerfleet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023, as amended by its 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 MiX Telematics’ Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on June 22, 2023, each of which is incorporated by reference into this joint proxy statement/prospectus, and as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus.

 

Powerfleet and MiX Telematics caution that the foregoing list of factors is not exclusive. The forward-looking statements speak only as of the date made and, other than as required by law, neither Powerfleet nor MiX Telematics undertakes any obligation to update publicly or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise. In the event that a party does update any forward-looking statement, no inference should be made that the parties will make additional updates with respect to that statement, related matters or any other forward-looking statements. All subsequent written and oral forward-looking statements concerning Powerfleet, MiX Telematics, the transactions or other matters and attributable to Powerfleet or MiX Telematics or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

 

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RISK FACTORS

 

In addition to the other information contained or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23 of this joint proxy statement/prospectus, you should carefully consider the following risk factors before deciding how to vote. You also should read and consider the risk factors associated with each of the businesses of Powerfleet and MiX Telematics because these risk factors may affect the operations and financial results of the combined company. These risk factors may be found under Part I, Item 1A, “Risk Factors” in Powerfleet’s Annual Report on Form 10-K for the year ended December 31, 2022 and Part I, Item 1A, “Risk Factors” in MiX Telematics’ Annual Report on Form 10-K for the year ended March 31, 2023, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which is on file with the SEC and incorporated by reference into this joint proxy statement/prospectus.

 

Risks Relating to the Transactions

 

The number of shares of Powerfleet common stock that MiX shareholders will receive under the implementation agreement is based on a fixed exchange ratio. The market value of the shares of Powerfleet common stock to be issued upon completion of the transactions is unknown, and therefore, MiX shareholders cannot be certain, at the time they are being asked to vote, of the value of the scheme consideration to be paid in Powerfleet common stock.

 

MiX shareholders will receive a fixed number of shares of Powerfleet common stock in the transactions rather than a number of shares with a particular fixed market value. The market values of Powerfleet common stock and MiX ordinary shares (and MiX ADSs) have fluctuated since the date of the announcement of the transactions and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Powerfleet special meeting, the date of the MiX extraordinary general meeting and the closing date of the transactions, which could occur a considerable amount of time after the date of the Powerfleet special meeting and the date of the MiX extraordinary general meeting. The market values of Powerfleet common stock and MiX ordinary shares (and MiX ADSs) at the time of the closing of the transactions may vary significantly from their prices on the date of the implementation agreement, the date of this joint proxy statement/prospectus or the date of the Powerfleet special meeting or the MiX extraordinary general meeting. Because the exchange ratio will not be adjusted to reflect any changes in the market prices of Powerfleet common stock or MiX ordinary shares (or MiX ADSs), the market value of the Powerfleet common stock issued as the scheme consideration shares and MiX ordinary shares (including those represented by MiX ADSs) exchanged in the transactions may be higher or lower than the values of such shares on earlier dates. The scheme consideration to be received by MiX shareholders will be solely shares of Powerfleet common stock, except that any entitlements to fractions of shares of Powerfleet common stock that otherwise would be issuable pursuant to the scheme will be rounded down to the nearest whole number of shares and a cash payment will be made for any fractional shares resulting from such rounding. Although the consideration to be received by MiX shareholders is set, the market value of the scheme consideration to be received by MiX shareholders that is comprised of Powerfleet common stock will fluctuate. On October 9, 2023, the last trading day prior to the announcement of the transactions, the market value of the scheme consideration was approximately $139.3 million based on the closing price of Powerfleet common stock on October 9, 2023. On January 19, 2024, the last practicable day before the date of this joint proxy statement/prospectus, the market value of the scheme consideration was approximately $235.4 million based on the closing price of Powerfleet common stock on January 19, 2024. As such, at the time of the MiX extraordinary general meeting and the Powerfleet special meeting, MiX shareholders and Powerfleet stockholders will not know or be able to determine with certainty the value of the scheme consideration.

 

Changes in the market prices of Powerfleet common stock and MiX ordinary shares (and MiX ADSs) may result from a variety of factors that are beyond the control of Powerfleet or MiX Telematics, including changes in their businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. You are urged to obtain up-to-date prices for Powerfleet common stock and MiX ordinary shares (and MiX ADSs).

 

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The parties may not realize the anticipated benefits and cost savings of the transactions.

 

While Powerfleet and MiX Telematics will continue to operate independently until the completion of the transactions, the success of the transactions will depend, in part, on Powerfleet’s and MiX Telematics’ ability to realize the anticipated benefits and cost savings from combining Powerfleet’s and MiX Telematics’ businesses. The parties’ ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

 

  the parties’ ability to successfully combine their respective businesses;
     
  the risk that the combined businesses will not perform as expected;
     
  the extent to which the parties will be able to realize the expected synergies, which include realizing potential savings from re-assessing priority assets and aligning investments, eliminating duplication and redundancy, adopting an optimized operating model between both companies and leveraging scale, and creating value resulting from the combination of Powerfleet’s and MiX Telematics’ businesses;
     
  the possibility that the aggregate consideration being paid for MiX Telematics is greater than the value Powerfleet will derive from the transactions;
     
  the possibility that the combined company will not achieve the unlevered free cash flow that the parties have projected;
     
  the incurrence of additional indebtedness in connection with the transactions and the resulting limitations placed on the combined company’s operations;
     
  the assumption of known and unknown liabilities of MiX Telematics, including potential tax and employee-related liabilities; and
     
  the possibility of costly litigation challenging the transactions.

 

If Powerfleet and MiX Telematics are not able to successfully integrate their businesses within the anticipated time frame, or at all, the anticipated cost savings, synergies operational efficiencies and other benefits of the transactions may not be realized fully or may take longer to realize than expected, and the combined company may not perform as expected.

 

Integrating Powerfleet’s and MiX Telematics’ businesses may be more difficult, time-consuming or costly than expected.

 

Powerfleet and MiX Telematics have operated and, until completion of the transactions, will continue to operate independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s or both companies’ ongoing businesses or unexpected integration issues, such as higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of Powerfleet and MiX Telematics in order to realize the anticipated benefits of the transactions so the combined business performs as expected include, among others:

 

  combining the companies’ separate operational, financial, reporting and corporate functions;
     
  integrating the companies’ technologies, products and services;
     
  identifying and eliminating redundant and underperforming operations and assets;
     
  harmonizing the companies’ operating practices, employee development, compensation and benefit programs, internal controls and other policies, procedures and processes;
     
  addressing possible differences in corporate cultures and management philosophies;

 

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  maintaining employee morale and retaining key management and other employees;
     
  attracting and recruiting prospective employees;
     
  consolidating the companies’ corporate, administrative and information technology infrastructure;
     
  coordinating sales, distribution and marketing efforts;
     
  managing the movement of certain businesses and positions to different locations;
     
  maintaining existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and vendors;
     
  coordinating geographically dispersed organizations; and
     
  effecting potential actions that may be required in connection with obtaining regulatory approvals.

 

In addition, at times, the attention of certain members of each company’s management and each company’s resources may be focused on completion of the transactions and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and, consequently, the business of the combined company.

 

Failure to complete the transactions could negatively impact the price of Powerfleet common stock, MiX ordinary shares and MiX ADSs and the future business and financial results of Powerfleet and MiX Telematics.

 

The parties’ respective obligations to complete the transactions are subject to the satisfaction or waiver of a number of conditions set forth in the implementation agreement. There can be no assurance that the conditions to completion of the transactions will be satisfied or waived or that the transactions will be completed. If the transactions are not completed for any reason, the ongoing businesses of Powerfleet and MiX Telematics may be materially and adversely affected and, without realizing any of the benefits of having completed the transactions, Powerfleet and MiX Telematics would be subject to a number of risks, including the following:

 

  Powerfleet and MiX Telematics may experience negative reactions from the financial markets, including negative impacts on trading prices of Powerfleet common stock and MiX ordinary shares (and MiX ADSs) and from their respective customers, vendors, regulators and employees;
     
  each party may be required to pay the other party a termination fee under certain specified circumstances equal to the lesser of (x) $1,500,000 and (y) 1% of the value of the scheme consideration shares based on the closing price of Powerfleet common stock on the business day immediately prior to such termination fee becoming due;
     
  Powerfleet and MiX Telematics will be required to pay certain expenses incurred in connection with the transactions, whether or not the transactions are completed;
     
  the implementation agreement places certain restrictions on the operation of each of Powerfleet’s and MiX Telematics’ respective businesses prior to the closing of the transactions, and such restrictions, the waiver of which is subject to the consent of the other parties, may prevent Powerfleet or MiX Telematics, as applicable, from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the transactions that Powerfleet or MiX Telematics would have made, taken or pursued if these restrictions were not in place; and
     
  matters relating to the transactions (including integration planning) will require substantial commitments of time and resources of Powerfleet and MiX Telematics management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to either Powerfleet or MiX Telematics as an independent company.

 

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In addition, each of Powerfleet and MiX Telematics could be subject to litigation related to any failure to complete the transactions or related to any proceeding to specifically enforce Powerfleet’s or MiX Telematics’ obligations under the implementation agreement.

 

If any of these risks materialize, they may materially and adversely affect Powerfleet’s or MiX Telematics’ business, financial condition, financial results and the price of Powerfleet common stock, MiX ordinary shares and MiX ADSs.

 

For a description of the circumstances under which a termination fee is payable, see “The Implementation Agreement—Termination Fees” beginning on page 123 of this joint proxy statement/prospectus.

 

Powerfleet and MiX Telematics will be subject to business uncertainties and contractual restrictions while the transactions are pending.

 

Uncertainty about the effect of the transactions on employees, vendors and customers may have an adverse effect on Powerfleet or MiX Telematics and, consequently, on the combined company after the closing of the transactions. These uncertainties may impair Powerfleet’s or MiX Telematics’ ability to retain and motivate key personnel and could cause customers and others that deal with Powerfleet or MiX Telematics, as applicable, to defer or decline entering into contracts, or making other decisions concerning Powerfleet or MiX Telematics, as applicable, or seek to change existing business relationships with Powerfleet or MiX Telematics, as applicable. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the transactions, Powerfleet’s and MiX Telematics’ businesses could be harmed. Furthermore, the implementation agreement places certain restrictions on the operation of Powerfleet’s and MiX Telematics’ businesses prior to the closing of the transactions, which may delay or prevent Powerfleet and MiX Telematics from undertaking certain actions or business opportunities that may arise prior to the consummation of the transactions. See “The Implementation Agreement—Conduct of Business Prior to Scheme Implementation Date” beginning on page 107 of this joint proxy statement/prospectus for a description of the restrictive covenants applicable to Powerfleet and MiX Telematics.

 

Third parties may terminate or alter existing contracts or relationships with Powerfleet or MiX Telematics.

 

Each of Powerfleet and MiX Telematics has contracts with customers, vendors and other business partners which may require Powerfleet or MiX Telematics, as applicable, to obtain consents from these other parties in connection with the transactions. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Powerfleet and/or MiX Telematics currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either party in anticipation of the transactions, or with Powerfleet following the transactions. The pursuit of such rights may result in Powerfleet or MiX Telematics suffering a loss of potential future revenue, incurring liabilities in connection with a breach of such agreements or losing rights that are material to its business. Any such disruptions could limit Powerfleet’s ability to achieve the anticipated benefits of the transactions. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the transactions or the termination of the transactions.

 

In order to complete the transactions, the parties must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the transactions may be jeopardized or prevented or the anticipated benefits of the transactions could be reduced.

 

Consummation of the transactions is conditioned upon, among other things, the receipt of certain governmental approvals, including approvals required under South African law. Although the parties have agreed in the implementation agreement to use their reasonable best efforts to make certain governmental filings and obtain the required governmental approvals, there can be no assurance that the required approvals will be obtained and no assurance that the transactions will be completed.

 

In addition, the governmental authorities from which these approvals are required have broad discretion in administering the governing laws and regulations, and may take into account various facts and circumstances in their consideration of the transactions. These governmental authorities may initiate proceedings seeking to prevent, or otherwise seek to prevent, the transactions. As a condition to the approval of the transactions, these governmental authorities also may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of the combined company’s business after completion of the transactions. Conditions imposed by certain governmental authorities may be appealable; however, there can be no assurance that an appeal will be successful. Additionally, there is no certainty as to what conditions such governmental authorities may impose, the extent of such conditions or the impact of such conditions on the completion of the transactions. See “The Implementation Agreement—Conditions to the Scheme” beginning on page 117 for a discussion of the conditions to the implementation of the scheme and “Regulatory Approvals” beginning on page 87 of this joint proxy statement/prospectus for a discussion of the regulatory approvals required in connection with the consummation of the transactions.

 

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The transactions are subject to a number of closing conditions and, if these conditions are not satisfied, the implementation agreement may be terminated in accordance with its terms and the transactions may not be completed. In addition, the parties have the right to terminate the implementation agreement under other specified circumstances, in which case the transactions would not be completed.

 

The transactions are subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the transactions will not be completed. These conditions include, among others: (i) absence of certain legal impediments, (ii) effectiveness of a registration statement on Form S-4 relating to the transactions, (iii) registration under the Companies Act, and approval by the JSE, of a prospectus to be issued in South Africa relating to the transactions, (iv) receipt of required regulatory approvals, including the issuance by the TRP of a compliance certificate in respect of the scheme, approval of applicable competition authorities to implement the scheme, approval of the JSE with respect to the scheme and the delisting of MiX ordinary shares from the JSE, and approval of the SARB as required under South African Exchange Control Regulations in respect of the scheme and the Powerfleet secondary listing, (v) receipt of approvals of applicable regulatory authorities for distribution of a scheme circular to MiX Telematics’ shareholders, (vi) receipt by MiX Telematics of a final fair and reasonable opinion of an independent expert, as required by the Companies Act, (vii) receipt by MiX Telematics of the MiX specified shareholder approval, (viii) receipt by Powerfleet of the Powerfleet specified stockholder approval, (ix) receipt of required JSE approvals for the Powerfleet secondary listing, (x) approval for listing on Nasdaq and the JSE of the scheme consideration shares, and (xi) closing of debt and/or equity financing in an amount sufficient to provide for the redemption in full in cash of all outstanding shares of the Powerfleet’s Series A preferred stock.

 

The conditions to the closing may not be fulfilled and, accordingly, the transactions may not be completed. In addition, if the transactions are not completed by March 31, 2024 (as such date may be extended in accordance with the implementation agreement), any party may choose not to proceed with the transactions. Moreover, the parties can mutually decide to terminate the implementation agreement at any time prior to the consummation of the transactions, before or after receipt of the Powerfleet specified stockholder approval and MiX specified shareholder approval, subject to approval by the TRP, and each party may elect to terminate the implementation agreement in certain other circumstances, as described in “The Implementation Agreement—Termination.” If the implementation agreement is terminated, Powerfleet and MiX Telematics may incur substantial fees and expenses in connection with termination of the implementation agreement, which may include payment of a termination fee, and neither of them will realize the anticipated benefits of the transactions. For a description of the circumstances under which a termination fee is payable, see “The Implementation Agreement—Termination Fees” beginning on page 123 of this joint proxy statement/prospectus.

 

Powerfleet or MiX Telematics may waive one or more of the closing conditions to the transactions without re-soliciting shareholder approval.

 

Each of Powerfleet and MiX Telematics has the right to waive certain of the closing conditions to the transactions. Any such waiver may not require re-solicitation of shareholders, in which case stockholders of Powerfleet and shareholders of MiX Telematics will not have the chance to change their votes as a result of any such waiver, and Powerfleet and MiX Telematics will have the ability to complete the transactions without seeking further shareholder approval. Any determination whether to waive any condition to the transactions, whether shareholder approval would be re-solicited as a result of any such waiver or whether this joint proxy statement/prospectus would be amended as a result of any waiver will be made by Powerfleet or MiX Telematics, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time, and any such waiver could have an adverse effect on Powerfleet or MiX Telematics, as applicable.

 

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Both Powerfleet stockholders and MiX shareholders will have a reduced ownership and voting interest after the transactions and will exercise less influence over management.

 

After the completion of the transactions, Powerfleet’s stockholders and MiX Telematics’ shareholders will own a smaller percentage of Powerfleet than they currently own of Powerfleet and MiX Telematics, respectively. Based on the number of shares of Powerfleet common stock and MiX ordinary shares (including those represented by MiX ADSs) outstanding and the exchange ratio, it is expected that MiX securityholders will own approximately 65.5%, and Powerfleet securityholders will own approximately 34.5%, of the combined company immediately after consummation of the transactions on a fully diluted basis. Consequently, Powerfleet stockholders, as a group, and MiX shareholders and MiX ADS holders, as a group, will each have reduced ownership and voting power in the combined company compared to their current ownership and voting power in Powerfleet and MiX Telematics, respectively. In particular, Powerfleet stockholders, as a group, will have less than a majority of the ownership and voting power of Powerfleet and, therefore, will be able to exercise less collective influence over the management and policies of Powerfleet than they currently exercise. While MiX shareholders and MiX ADS holders will own a majority of Powerfleet common stock immediately after consummation of the transactions, their collective ownership percentage will likewise be reduced compared to their current level, as will be their ability to influence management and policies.

 

There can be no assurance that Powerfleet will be able to secure the financing necessary to fund the redemption of Powerfleet’s Series A preferred stock in full.

 

The closing of debt and/or equity financing in an amount sufficient to provide for the redemption in full in cash of all outstanding shares of Powerfleet’s Series A preferred stock is a condition to closing of the transactions. Powerfleet currently intends to redeem all of its outstanding Series A preferred stock for cash as part of the transactions; however, there is no assurance that it will secure the financing necessary to do so. Powerfleet cannot assure stockholders that it will be able to obtain financing in connection with the contemplated redemption on commercially reasonable terms, in a timely manner, or at all, to fund the offer to redeem the Series A preferred stock in full in cash.

 

In the event that Powerfleet is unable to secure financing on acceptable terms, the redemption of its Series A preferred stock may be delayed or not be completed and consummation of the transactions may be delayed or may not occur. If the Series A preferred stock is not redeemed in full in cash, the holders of the Series A preferred stock have the right to consent to the consummation of the transactions. If the Series A preferred stock is not redeemed in full in cash, then there is no assurance that such holders of the Series A preferred stock will issue such consent. See “Financing of the Transactions” beginning on page 84 of this joint proxy statement/prospectus. The Series A preferred stock ranks senior to the Powerfleet common stock, including with respect to dividend rights and rights upon a liquidation. In the event any shares of Series A preferred stock are not redeemed for any reason and remain outstanding following completion of the transactions, the Powerfleet common stock will continue to be subject to these preferential rights.

 

The holders of the Series A preferred stock may not consent to the consummation of the transactions if they are not redeemed in full in cash at the closing.

 

Under the Powerfleet charter, the holders of the Series A preferred stock have the right to consent to the transactions unless they are redeemed in full in cash. If Powerfleet is unable to raise the financing (as defined in “The Implementation Agreement—Financing”), even though the parties may elect to waive such condition to closing, the failure to obtain such financing would trigger the consent right of the holders of the Series A preferred stock. There is no assurance that the holders of the Series A preferred stock will grant their consent if they are not redeemed in full in cash.

 

The implementation agreement limits Powerfleet’s and MiX Telematics’ ability to pursue alternatives to the transactions.

 

The implementation agreement contains provisions that make it more difficult for Powerfleet and MiX Telematics to enter into alternative transactions. The implementation agreement contains certain provisions that restrict Powerfleet’s and MiX Telematics’ ability to solicit or facilitate proposals from third parties with respect to transactions involving the financing or sale of Powerfleet or MiX Telematics, as applicable, or provide non-public information to, or otherwise participate or engage in discussions or negotiations with, third parties or take certain other actions that would reasonably be expected to lead to a third-party acquisition proposal. Further, there are only limited exceptions to Powerfleet’s and MiX Telematics’ agreement that the Powerfleet board will not change its recommendation in favor of approval of the issuance of the scheme consideration shares and the charter amendment, and the MiX independent board will not change its recommendation in favor of approval of the scheme. However, at any time prior to the receipt of the Powerfleet stockholder approval or the MiX shareholder approval, as applicable, in response to an unsolicited superior proposal made by a third party, the Powerfleet board or the MiX independent board may make an adverse recommendation change, and (in the case of MiX, subject to shareholder approval) terminate the implementation agreement to enter into an alternative acquisition agreement, if such board concludes in good faith, after consultation with its respective outside financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Powerfleet board, the MiX board or the MiX independent board, as applicable, under the circumstances and under applicable law. See “The Implementation Agreement—No Solicitation” beginning on page 110 of this joint proxy statement/prospectus.

 

In addition, Powerfleet or MiX Telematics may be required to pay a termination fee equal to the lesser of (x) $1,500,000 and (y) 1% of the value of the scheme consideration shares based on the closing price of Powerfleet common stock on the business day immediately prior to such termination fee becoming due to the other party if the scheme is not consummated under specified circumstances. See “The Implementation Agreement—Termination Fees” beginning on page 123 of this joint proxy statement/prospectus, including as described above, for a description of the circumstances under which such a termination fee is payable. Upon receipt of the MiX specified shareholder approval, MiX Telematics’ right to terminate the implementation agreement in response to a superior proposal will cease. Upon receipt of the Powerfleet specified stockholder approval, Powerfleet’s right to terminate the implementation agreement in response to a superior proposal will cease.

 

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While Powerfleet and MiX Telematics believe these provisions are reasonable, customary and not preclusive of other offers, the provisions might discourage a third party that has an interest in acquiring all or a significant part of MiX Telematics or Powerfleet from considering or proposing such an acquisition, even if such party were prepared to pay consideration with a higher per-share value than the currently proposed scheme consideration or if such party were prepared to enter into an agreement that may be more favorable to Powerfleet or MiX Telematics or their respective stockholders or shareholders, as applicable.

 

The financial analyses and forecasts considered by Powerfleet and MiX Telematics and their respective financial advisor or independent expert, as applicable, may not be realized, which may adversely affect the market price of Powerfleet common stock following the completion of the transactions.

 

In performing their financial analyses and rendering their opinions related to the transactions, Powerfleet’s financial advisor and MiX Telematics’ independent expert relied on, among other things, certain information, including financial forecasts and projections of Powerfleet and MiX Telematics provided by Powerfleet and MiX Telematics. See “Opinion of Powerfleet’s Financial Advisor” and “Opinion of MiX Telematics’ Independent Expert” beginning on page 72 and 80, respectively, of this joint proxy statement/prospectus. These projections and forecasts were prepared by, or at the direction of, the management of Powerfleet or the management of MiX Telematics, as applicable. None of these projections or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections and forecasts are also subject to change, including due to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Powerfleet and MiX Telematics. There can be no assurance that Powerfleet’s or MiX Telematics’ financial condition or results of operations will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of Powerfleet common stock or the financial position of Powerfleet following the transactions.

 

The financial forecasts are based on various assumptions that may not be realized.

 

The unaudited prospective financial information set forth in the forecasts included under the sections “Overview of the Transactions—Powerfleet Unaudited Prospective Financial Information” and “Overview of the Transactions—MiX Telematics Unaudited Prospective Financial Information” were prepared solely for internal use and are subjective in many respects. Powerfleet’s and MiX Telematics’ prospective financial information were based solely upon assumptions of, and information available to, Powerfleet’s management and MiX Telematics’ management, as applicable, when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond Powerfleet’s and MiX Telematics’ control and may not be realized. Many factors mentioned in this joint proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Powerfleet’s and MiX Telematics’ estimates. In view of these uncertainties, the inclusion of prospective financial information in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

 

The unaudited prospective financial information set forth in the forecasts included under the sections “Overview of the Transactions—Powerfleet Unaudited Prospective Financial Information” and “Overview of the Transactions—MiX Telematics Unaudited Prospective Financial Information” was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made, and neither Powerfleet nor MiX Telematics undertakes any obligation, other than as required by applicable law, to update, correct or otherwise revise the unaudited prospective financial information herein to reflect events or circumstances after the date such prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances, even in the event that any or all of the assumptions underlying any such prospective financial information are no longer appropriate (even in the short term).

 

The unaudited prospective financial information of Powerfleet and MiX Telematics included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, the management of Powerfleet and MiX Telematics, as applicable, and has not been audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information and, accordingly, no independent registered public accounting firm expresses an opinion or any other form of assurance with respect thereto or its achievability and assumes no responsibility for, and disclaim any association with, the prospective financial information. The audited financial statements of Powerfleet and MiX Telematics do not extend to the unaudited prospective financial information and should not be read to do so. See “Overview of the Transactions—Powerfleet Unaudited Prospective Financial Information” and “Overview of the Transactions—MiX Telematics Unaudited Prospective Financial Information” beginning on pages 69 and 71, respectively, of this joint proxy statement/prospectus.

 

The unaudited pro forma financial information included in this joint proxy statement/prospectus is preliminary and Powerfleet’s actual financial position or results of operations after the transactions may differ materially.

 

The unaudited pro forma financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Powerfleet’s actual financial position or results of operations would have been had the transactions been completed on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values. The purchase price allocation reflected in this document is preliminary, and a final determination of the fair value of assets acquired and liabilities assumed will be based on the actual net tangible and intangible assets and liabilities of MiX Telematics that existed as of the date of the completion of the transactions. In addition, subsequent to the closing date, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma information reflected in this joint proxy statement/prospectus. For more information, see “Unaudited Pro Forma Combined Financial Information” beginning on page 126 of this joint proxy statement/prospectus.

 

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Executive officers and directors of Powerfleet and MiX Telematics may have interests in the transactions that are different from, or in addition to, the rights of their respective stockholders.

 

Executive officers of Powerfleet and MiX Telematics negotiated the terms of the implementation agreement and the Powerfleet board and the MiX independent board each approved the implementation agreement and the transactions and recommend that you vote at each respective meeting in favor of the proposals or resolutions, as applicable. These executive officers and directors may have interests in the transactions that are different from, or in addition to, yours. These interests include the continued employment of certain executive officers of Powerfleet and MiX Telematics, the continued service of certain directors of Powerfleet and MiX Telematics, and the indemnification of Powerfleet and MiX Telematics executive officers and directors by Powerfleet. With respect to Powerfleet directors and executive officers, these interests also include acceleration of vesting of unvested equity grants that are subject to time-based vesting conditions. With respect to certain Powerfleet executive officers, these interests also include transaction-related cash bonus payments upon closing of the transactions and severance payments upon qualifying terminations of employment. Subject to Powerfleet’s consent, MiX Telematics may waive the performance conditions applicable to all MiX SARs, some of which are held by certain MiX Telematics executive officers, which will be assumed by Powerfleet upon completion of the transactions. MiX Telematics directors will not be granted any special benefits in connection with the transactions. Additionally, certain related persons engaged by MiX Telematics in connection with the transactions will be entitled to a success fee upon the closing of the transactions. Shareholders should be aware of these interests when they consider their board of directors’ recommendation that shareholders vote in favor of the transactions. For a description of the interests of Powerfleet executive officers and directors in the transactions, see “Interests of Powerfleet Directors and Executive Officers in the Transactions” beginning on page 84 of this joint proxy statement/prospectus. For a description of the interests of MiX Telematics executive officers and directors in the transactions, see “Interests of MiX Telematics Directors, Executive Officers and Certain Related Persons in the Transactions” beginning on page 87 of this joint proxy statement/prospectus.

 

The shares of Powerfleet to be received by MiX shareholders as a result of the transactions will have rights that are different from the rights of MiX ordinary shares.

 

Following completion of the transactions, MiX shareholders will no longer be MiX shareholders but will instead be Powerfleet stockholders governed by Delaware law, the Powerfleet charter and Powerfleet bylaws. There will be important differences between your current rights as a MiX shareholder and your rights as a Powerfleet stockholder. See “Comparison of the Rights of Holders of MiX Ordinary Shares and Powerfleet Common Stock” beginning on page 135 of this joint proxy statement/prospectus for a description of the different rights of MiX ordinary shares, on the one hand, and Powerfleet common stock, on the other hand.

 

Powerfleet, MiX Telematics and, subsequently, the combined company may have difficulty attracting, motivating and retaining executives and other key employees in light of the transactions.

 

The combined company’s success after the transactions will depend in part on each of Powerfleet’s and MiX Telematics’ ability to retain key executives and other employees. Uncertainty about the effect of the transactions on Powerfleet’s and MiX Telematics’ employees may have an adverse effect on each company separately and, consequently, the combined business. This uncertainty may impair Powerfleet’s and/or MiX Telematics’ ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the transactions, as Powerfleet’s and MiX Telematics’ employees may experience uncertainty about their future roles in the combined business.

 

Additionally, MiX Telematics’ officers and employees hold MiX ordinary shares, and, if the transactions are completed, these officers and employees will be entitled to the scheme consideration in respect of such shares. Subject to Powerfleet’s consent, MiX Telematics may waive the performance conditions applicable to all MiX SARs, some of which are held by certain MiX Telematics executive officers, which will be assumed by Powerfleet upon completion of the transactions. Because the vesting and exercise of such MiX SARs will no longer be subject to the continued employment of these officers and employees of MiX Telematics, it could make their retention more difficult. This may also be the case for Powerfleet officers and employees whose time-based equity grants are accelerated upon completion of the transactions.

 

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Furthermore, if any of Powerfleet’s or MiX Telematics’ key employees depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined business, Powerfleet or MiX Telematics, as applicable, may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the combined company’s ability to realize the anticipated benefits of the transactions may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain key employees to the same extent that Powerfleet or MiX Telematics has been able to attract or retain employees in the past.

 

As a result of the scheme, the ability to use Powerfleet’s net operating loss carryovers may be significantly limited, which may result in Powerfleet being subject to higher effective tax rates.

 

Powerfleet experienced a prior ownership change in 2019 that resulted in an annual limitation under Section 382 of the Code in respect of loss carryovers at that time. In addition, it is expected that, as a result of the scheme, Powerfleet will undergo another ownership change under Section 382 of the Code. As a result, the ability to use Powerfleet’s net operating loss carryovers incurred prior to the ownership change against income arising after the ownership change may be significantly limited under Section 382 of the Code and under similar provisions of state and local law. Accordingly, Powerfleet may have to report higher taxable income and may be subject to higher effective tax rates than it otherwise would have in the absence of this limitation. In addition, as a result of this limitation, some of Powerfleet’s net operating losses may actually expire unused.

 

If the scheme does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, MiX shareholders may be required to pay substantial taxes.

 

The scheme is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Powerfleet and MiX Telematics intend to report the scheme consistent with such qualification. It is a condition to MiX Telematics’ obligation to closing of the transactions that it receives an opinion of counsel to the effect that the scheme should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The opinion will be based on representations from each of Powerfleet and MiX Telematics and on customary factual assumptions, as well as certain covenants and undertakings by Powerfleet and MiX Telematics. If any of such representations, assumptions, covenants or undertakings is or becomes incorrect, incomplete or inaccurate or is violated, the validity of the opinion described above may be affected and the U.S. federal income tax consequences of the scheme could differ materially from those described herein. An opinion of counsel represents such counsel’s best legal judgment but is not binding on the IRS or any court, so there can be no certainty that the IRS will not challenge the conclusion reflected in the opinion or that a court will not sustain such a challenge. Neither Powerfleet nor MiX Telematics intends to obtain a ruling from the IRS with respect to the tax consequences of the scheme as a “reorganization” within the meaning of Section 368(a) of the Code. If the IRS or a court determines that the scheme is not treated as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder generally would recognize taxable gain or loss upon the exchange of MiX ordinary shares (or those represented by MiX ADSs) for Powerfleet common stock pursuant to the scheme. See “Material U.S. Federal Income Tax Consequences of the Scheme.”

 

Even if the scheme qualifies as a reorganization under Section 368(a) of the Code, a U.S. holder may still recognize gain as a result of the scheme if MiX Telematics is or was classified as a “passive foreign investment company” (“PFIC”) for any taxable year during which a U.S. holder held MiX ordinary shares.

 

Even if the scheme qualifies as a “reorganization” under Section 368(a) of the Code, if MiX Telematics was a PFIC for any taxable year during which a U.S. holder owned (or is deemed to own) MiX ordinary shares, certain adverse U.S. federal income tax consequences, including recognition of gain, could apply to such U.S. holder as a result of the scheme. MiX Telematics has advised Powerfleet that MiX Telematics believes it was never a PFIC at any time and that, based on the current and anticipated composition of its and its subsidiaries’ income, assets and operations, MiX Telematics does not expect to be a PFIC for the taxable year ended December 31, 2023. See “Material U.S. Federal Income Tax Consequences of the Scheme—Passive Foreign Investment Company Rules” beginning on page 91 of this joint proxy statement/prospectus. U.S. holders of MiX ordinary shares should consult their tax advisors regarding the possible classification of MiX Telematics as a PFIC and the resulting U.S. federal income tax considerations.

 

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Following the scheme, non-U.S. holders of Powerfleet common stock may be subject to U.S. federal withholding and income tax.

 

Distributions to non-U.S. holders with respect to Powerfleet common stock will generally be subject to U.S. federal withholding tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) to the extent such distributions are dividends for U.S. federal income tax purposes and are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States. See “Material U.S. Federal Income Tax Consequences of the Scheme—U.S. Federal Income Tax Consequences to Non-U.S. Holders of the Ownership and Disposition of Powerfleet Common Stock” beginning on page 92 of this joint proxy statement/prospectus for more information. Non-U.S. holders are urged to consult with their own tax advisors as to the particular consequences that may apply to such non-U.S. holders.

 

Powerfleet and MiX Telematics will incur significant transaction and scheme-related transition costs in connection with the transactions.

 

Powerfleet and MiX Telematics expect that they will incur significant, non-recurring costs in connection with consummating the transactions and integrating the operations of the two companies post-closing. Powerfleet and/or MiX Telematics may incur additional costs to retain key employees. Powerfleet and/or MiX Telematics will also incur significant fees and expenses relating to financing arrangements and legal services (including any costs that would be incurred in defending against any potential class action lawsuits and derivative lawsuits in connection with the transactions if any such proceedings are brought), accounting and other fees and costs associated with consummating the transactions. Some of these costs are payable regardless of whether the transactions are completed. In addition, MiX Telematics or Powerfleet may be required to pay a termination fee equal to the lesser of (x) $1,500,000 and (y) 1% of the value of the scheme consideration shares based on the closing price of Powerfleet common stock on the business day immediately prior to such termination fee becoming due to the other party if the implementation agreement is terminated under specified circumstances described in this joint proxy statement/prospectus. Though Powerfleet and MiX Telematics continue to assess the magnitude of these costs, additional unanticipated costs may be incurred in the transactions and the integration of the businesses of Powerfleet and MiX Telematics.

 

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While the Powerfleet common stock is expected to be listed on the JSE, there is no guarantee as to how long such listing will be maintained.

 

Certain holders of MiX ordinary shares are residents of the Republic of South Africa and would be unable to hold shares of Powerfleet common stock, which they stand to receive as consideration upon consummation of the transactions, if the Powerfleet common stock is not listed on the JSE. While Powerfleet expects to list the Powerfleet common stock on the JSE by way of a secondary inward listing, there can be no assurance that such listing will be approved by the JSE. Additionally, the continued listing of Powerfleet common stock on the JSE is subject to various factors, such as compliance with the continued listing standards of the JSE. In the event that Powerfleet fails to meet the continued listing standards of the JSE, the Powerfleet common stock may be delisted from the JSE, which could adversely affect the liquidity and market price of Powerfleet common stock or the ability of South African residents to continue to hold this stock.

 

The opinions of Powerfleet’s financial advisor and MiX Telematics’ independent expert will not be updated to reflect changes in circumstances between the signing of the implementation agreement in October 2023 and the completion of the transactions, with respect to the opinion of Powerfleet’s financial advisor, and the issuance of the scheme circular and the completion of the transactions, with respect to the opinion of MiX Telematics’ independent expert.

 

Neither Powerfleet nor MiX Telematics has obtained an updated opinion from its financial advisor or independent expert, as applicable, as of the date of this joint proxy statement/prospectus. MiX Telematics’ independent expert has updated its opinion as of the date the scheme circular was submitted to the JSE for formal approval; however, Powerfleet does not anticipate asking its financial advisor to update its opinion. Changes in the operations and prospects of Powerfleet or MiX Telematics, general market and economic conditions and other factors that may be beyond the control of Powerfleet or MiX Telematics, and on which Powerfleet’s financial advisors’ opinion and MiX Telematics’ independent expert’s opinion were based in part, may significantly alter the prices of the shares of Powerfleet common stock or MiX ordinary shares (or MiX ADSs) by the closing date. The opinions do not speak as of the time the transactions will be completed or as of any date other than the dates of such opinions. Because Powerfleet’s financial advisor and MiX Telematics’ independent expert will not be updating their opinions as of the closing date of the transactions, the opinions will not address the fairness, from a financial point of view, of the scheme consideration to be received by holders of MiX ordinary shares (and MiX ADS holders) at the closing date. The Powerfleet board’s recommendation that Powerfleet stockholders vote “FOR” each of the Powerfleet proposals included herein and the MiX independent board’s recommendation that MiX shareholders vote “FOR” each of the MiX resolutions included herein, however, are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Powerfleet received from its financial advisor and MiX Telematics received from its independent expert, see “Opinion of Powerfleet’s Financial Advisor” and “Opinion of MiX Telematics’ Independent Expert” beginning on pages 72 and 80, respectively, of this joint proxy statement/prospectus.

 

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Powerfleet and MiX Telematics may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the transactions from being completed.

 

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into business combination agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Powerfleet’s or MiX Telematics’ liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the transactions, then that injunction may delay or prevent the transactions from being completed, which may adversely affect Powerfleet’s or MiX Telematics’ or, if the transactions are completed but delayed, the combined company’s business, financial position and results of operations. As of January 19, 2024, the last practicable day before the date of this joint proxy statement/prospectus, no such lawsuits have been filed in connection with the transactions and we cannot predict whether any will be filed.

 

Risks Relating to the Combined Company after Completion of the Transactions

 

In connection with the transactions, the combined company may incur significant indebtedness to finance the redemption of Powerfleet’s Series A preferred stock in full in cash.

 

The closing of debt and/or equity financing in an amount sufficient to provide for the redemption in full in cash of all outstanding shares of the Powerfleet’s Series A preferred stock is a condition to closing of the transactions. If such financing involves debt, such indebtedness will have the effect, among other things, of reducing the combined company’s flexibility to respond to changing business and economic conditions, will increase the combined company’s borrowing costs and, to the extent that such indebtedness is subject to floating interest rates, may increase the combined company’s vulnerability to fluctuations in market interest rates. The increased levels of indebtedness could also reduce funds available to fund efforts to combine Powerfleet’s and MiX Telematics’ businesses and realize expected benefits of the transactions and/or engage in investments in product development, capital expenditures and other activities and may create competitive disadvantages for the combined company relative to other companies with lower debt levels. The combined company may be required to raise additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes. The combined company’s ability to arrange additional financing will depend on, among other factors, its financial position and performance, as well as prevailing market conditions and other factors beyond its control. Powerfleet and MiX Telematics cannot assure you that they will be able to obtain additional financing on terms acceptable to them or at all. See “Financing Relating to the Transactions” beginning on page 22 of this joint proxy statement/prospectus.

 

The combined company will be subject to the risks that each of Powerfleet and MiX Telematics faces.

 

Following completion of the transactions, the combined company will be subject to numerous risks and uncertainties, including the risks faced by each of Powerfleet and MiX Telematics, which are described in the documents that each company has filed with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 of Powerfleet filed with the SEC on March 31, 2023, as amended by the Form 10-K/A filed on May 1, 2023, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2023 of MiX Telematics filed with the SEC on June 22, 2023, each as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. If any such risks actually occur, the business, financial condition, results of operations or cash flows of the combined company could be materially adversely affected. See “Where You Can Find More Information” beginning on page 143 of this joint proxy statement/prospectus.

 

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The market price for shares of Powerfleet common stock may be affected by factors different from those affecting the market price for MiX ordinary shares (or MiX ADSs).

 

Upon completion of the transactions, holders of MiX ordinary shares (and MiX ADS holders) will become holders of Powerfleet common stock. Powerfleet’s and MiX Telematics’ respective businesses differ, and accordingly the results of operations of the combined company will be affected by factors different from those currently affecting the results of operations of each of Powerfleet and MiX Telematics. For a discussion of the businesses of Powerfleet and MiX Telematics and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 of Powerfleet filed with the SEC on March 31, 2023, as amended by the Form 10-K/A filed on May 1, 2023, and the Annual Report for the fiscal year ended March 31, 2023 of MiX Telematics on Form 10-K filed with the SEC on June 22, 2023 and referred to in “Where You Can Find More Information” beginning on page 143 of this joint proxy statement/prospectus, as updated by Quarterly Reports on Form 10-Q of Powerfleet and MiX Telematics and future filings after the date of this joint proxy statement/prospectus filed with the SEC by Powerfleet and MiX Telematics.

 

The market price for shares of Powerfleet common stock may decline as a result of the transactions, including as a result of some Powerfleet stockholders adjusting their portfolios.

 

The market value of Powerfleet common stock at the time of consummation of the transactions may vary significantly from the prices of the Powerfleet common stock and MiX ordinary shares on the date the implementation agreement was executed, the date of this joint proxy statement/prospectus and the dates of the Powerfleet special meeting and the MiX extraordinary general meeting. Following consummation of the transactions, the market price of Powerfleet common stock may decline if, among other things, the operational cost savings estimates in connection with the integration of Powerfleet’s and MiX Telematics’ businesses are not realized, or if the costs related to the transactions are greater than expected, or if the financing related to the transactions is on unfavorable terms. The market price also may decline if Powerfleet does not achieve the perceived benefits of the transactions as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the transactions on Powerfleet’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

 

In addition, sales of Powerfleet common stock by Powerfleet’s stockholders after the completion of the transactions may cause the market price of Powerfleet common stock to decrease. Based on the number of shares of Powerfleet common stock and MiX ordinary shares (including those represented by MiX ADSs) outstanding as of January 19, 2024, the latest practicable date before the date of this joint proxy statement/prospectus, approximately 113,363,847 shares of Powerfleet common stock are expected to be issued and outstanding immediately after the closing of the transactions (including 5,445,000 shares of Powerfleet common stock reserved for issuance pursuant to outstanding stock option and restricted stock awards of Powerfleet that are subject to performance-based vesting conditions). Many MiX shareholders may decide not to hold the shares of Powerfleet common stock that they receive in the transactions. Other Powerfleet stockholders following consummation of the transactions, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Powerfleet common stock that they receive in the transactions. Such sales of Powerfleet common stock could have the effect of depressing the market price for Powerfleet common stock and may take place promptly following the transactions.

 

Any of these events may make it more difficult for Powerfleet to sell equity or equity-related securities, dilute your ownership interest in Powerfleet and have an adverse impact on the price of Powerfleet common stock.

 

The transactions may not be accretive, and may be dilutive, to the combined company’s earnings per share, which may negatively affect the market price of shares of Powerfleet common stock.

 

Powerfleet and MiX Telematics currently believe the transactions will result in a number of benefits, including cost savings, operating efficiencies, and stronger demand for their respective products and services, and that the transactions will be accretive to Powerfleet’s earnings. This belief is based, in part, on preliminary current estimates that may materially change. In addition, future events and conditions, including adverse changes in market conditions, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the anticipated benefits of the transactions, could decrease or delay the accretion that is currently anticipated or could result in dilution. Any dilution of, or decrease in or delay of any accretion to, the combined company’s earnings per share could cause the price of shares of Powerfleet common stock to decline or grow at a reduced rate.

 

Other Risks Relating to Powerfleet and MiX Telematics

 

As a result of entering into the implementation agreement, Powerfleet’s and MiX Telematics’ businesses are, and will continue to be, subject to the risks described above. In addition, Powerfleet and MiX Telematics are, and following completion of the transaction, the combined company will be, subject to the risks described in Powerfleet’s Annual Report on Form 10-K for the year ended December 31, 2022 and MiX Telematics’ Annual Report on Form 10-K for the year ended March 31, 2023, each as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 143 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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INFORMATION ABOUT THE COMPANIES

 

Powerfleet

 

Powerfleet was incorporated in the State of Delaware in 2019. Powerfleet, together with its subsidiaries, is a global leader of IoT solutions providing valuable business intelligence for managing high-value enterprise assets that improve operational efficiencies. Powerfleet is solving the challenge of inefficient data collection, real-time visibility, and analysis that leads to transformative business operations. Powerfleet’s SaaS cloud-based applications take data from its IoT devices and ecosystem of third-party and partner applications to present actionable information for customers to increase efficiencies, improve safety and security, and increase their profitability in easy-to-understand reports, dashboards and real-time alerts.

 

The principal executive office of Powerfleet is located at 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677.

 

MiX Telematics

 

MiX Telematics was incorporated under the laws of the Republic of South Africa in 1995. MiX Telematics is a leading global provider of connected fleet and mobile asset solutions delivered as SaaS. MiX Telematics’ solutions deliver a measurable return by enabling its customers to manage, optimize and protect their investments in commercial fleets or personal vehicles. MiX Telematics generates actionable insights that enable a wide range of customers, from large enterprise fleets to small fleet operators and consumers, to reduce fuel and other operating costs, improve efficiency, enhance regulatory compliance, enhance driver safety, manage risk and mitigate theft. Using an intuitive, web-based interface, dashboards or mobile apps, its fleet customers can access large volumes of real-time and historical data, monitor the location and status of their drivers and vehicles and analyze a wide number of key metrics across their fleet operations.

 

The principal executive office of MiX Telematics is located at 750 Park of Commerce Blvd., Suite 310, Boca Raton, Florida 33487.

 

Powerfleet Sub

 

Powerfleet Sub is a wholly owned subsidiary of Powerfleet formed for the purpose of acquiring MiX Telematics through the implementation of the scheme. Powerfleet Sub is a private company incorporated in the Republic of South Africa on August 30, 2023. Powerfleet Sub has no material assets and does not operate any business. To date, Powerfleet Sub has not conducted any activities other than those incidental to its formation and the execution of the implementation agreement. After the consummation of the transactions, Powerfleet Sub will be the holding company of MiX Telematics.

 

The address of Powerfleet Sub’s registered office is Block C, Belvedere Office Park, Pasita Street, Cape Town, Republic of South Africa, 7530.

 

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THE SPECIAL MEETING OF POWERFLEET’S STOCKHOLDERS

 

Overview

 

This joint proxy statement/prospectus is being provided to Powerfleet stockholders as part of a solicitation of proxies by the Powerfleet board for use at the Powerfleet special meeting and at any adjournments or postponements of such meeting. This joint proxy statement/prospectus is being furnished to Powerfleet stockholders on or about January 29, 2024. In addition, this joint proxy statement/prospectus constitutes a prospectus for Powerfleet in connection with the issuance by Powerfleet of shares of Powerfleet common stock to be issued to MiX shareholders in connection with the transactions. This joint proxy statement/prospectus provides Powerfleet stockholders with information they need to be able to vote or instruct their vote to be cast at the Powerfleet special meeting and should be read carefully in its entirety.

 

Date, Time and Place of the Powerfleet Special Meeting

 

The Powerfleet special meeting is scheduled to be held completely virtually at the Powerfleet special meeting website, at https://web.lumiagm.com/209728603, on February 28, 2024, beginning at 10:00 a.m., Eastern Time, unless adjourned or postponed to a later date and/or time.

 

Record Date; Outstanding Shares; Shares Entitled to Vote

 

The Powerfleet board has set January 19, 2024 as the Powerfleet record date. Only holders of shares of Powerfleet common stock as of the close of business on the Powerfleet record date will be entitled to notice of, and to vote at, the Powerfleet special meeting or any adjournments thereof. On the Powerfleet record date, there were 37,214,737 shares of Powerfleet common stock outstanding, held by 27 holders of record. Each outstanding share of Powerfleet common stock is entitled to one vote on each proposal and any other matter properly coming before the Powerfleet special meeting.

 

Attendance

 

You are entitled to attend the Powerfleet special meeting only if you are a stockholder of record of Powerfleet at the close of business on the Powerfleet record date or you hold your shares of Powerfleet beneficially in the name of a broker, bank or other securities intermediary as of the Powerfleet record date, or you hold a valid proxy for the Powerfleet special meeting.

 

To participate in the Powerfleet special meeting, you will need to log into the meeting at https://web.lumiagm.com/209728603. The password for the meeting is power 2024 (case sensitive). The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. If you hold your shares through a bank or broker, instructions should also be provided on the voting instruction card provided by your bank or brokerage firm.

 

If you plan to attend the Powerfleet special meeting and vote electronically, Powerfleet still encourages you to submit a proxy to vote in advance by the Internet, by telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the Powerfleet special meeting. Submitting your proxy by the Internet, by telephone or by mail will not limit your right to vote at the Powerfleet special meeting if you later decide to attend electronically.

 

Purpose of the Powerfleet Special Meeting

 

The Powerfleet special meeting is being held to consider and vote on:

 

  1. the Powerfleet stock issuance proposal – to approve the issuance of the scheme consideration shares, pursuant to the terms of the implementation agreement;
     
  2. the Powerfleet charter amendment proposal – to approve an amendment of the Powerfleet charter to increase the number of authorized shares of Powerfleet common stock from 75 million to 175 million;

 

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  3. the Powerfleet compensation proposal – to approve, on an advisory (non-binding) basis, the compensation that may become payable to certain named executive officers of Powerfleet in connection with, and upon, the consummation of the transactions; and
     
  4. the Powerfleet adjournment proposal – to approve the adjournment of the Powerfleet special meeting, or any adjournments thereof, to another time or place, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Powerfleet special meeting to approve the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal.

 

Quorum

 

The presence at the Powerfleet special meeting, virtually or by proxy, of the holders of a majority of the total outstanding shares of Powerfleet common stock is necessary to constitute a quorum for the transaction of business at the meeting. If a quorum is not present, the Powerfleet special meeting will be adjourned until the holders of the number of shares of Powerfleet common stock required to constitute a quorum attend, whether virtually or by proxy.

 

Abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. A “broker non-vote” on a matter occurs when a broker, bank or your representative may not vote on a particular matter because it does not have discretionary voting authority and has not received instructions from the beneficial owner. Because brokers will not have discretionary authority to vote on any of the proposals, a share held by a broker without any voting instructions will not be deemed present or represented by proxy at the Powerfleet special meeting and will not count towards establishing a quorum.

 

Vote Required; Recommendation of the Powerfleet Board of Directors

 

Proposal   Vote Required
Powerfleet stock issuance proposal   The Powerfleet stock issuance proposal requires the affirmative vote of the holders of shares of Powerfleet common stock representing a majority of votes properly cast on such proposal. Assuming a quorum is present, shares that are not present virtually or by proxy, abstentions and broker non-votes (if any) will have no effect on the vote for this proposal.
     
Powerfleet charter amendment proposal   The Powerfleet charter amendment proposal requires the affirmative vote of the holders of shares of Powerfleet common stock representing a majority of votes properly cast on such proposal. Assuming a quorum is present, shares that are not present virtually or by proxy, abstentions and broker non-votes (if any) will have no effect on the vote for this proposal.
     
Powerfleet compensation proposal   The Powerfleet compensation proposal requires the affirmative vote of the holders of shares of Powerfleet common stock representing a majority of votes properly cast on such proposal. Assuming a quorum is present, shares that are not present virtually or by proxy, abstentions and broker non-votes (if any) will have no effect on the vote for this proposal.  Because the vote on this proposal is advisory (non-binding) only, it will not be binding on Powerfleet. Accordingly, if the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal are approved and the transactions are consummated, the compensation payments that are contractually required to be paid by Powerfleet to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of Powerfleet stockholders on this proposal.
     
Powerfleet adjournment proposal   The Powerfleet adjournment proposal requires the affirmative vote of the holders of shares of Powerfleet common stock representing a majority of votes properly cast on such proposal, regardless of whether there is a quorum. Shares that are not present virtually or by proxy, abstentions and broker non-votes (if any) will have no effect on the vote for this proposal.

 

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Each of the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal is conditioned on the approval of each other, and are conditions to the implementation of the scheme, but the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal are not conditioned on the approval of any of the other proposals. If the Powerfleet charter amendment proposal is not approved, the Powerfleet stock issuance proposal will be of no force or effect, even if approved by the Powerfleet stockholders, and vice versa. The Powerfleet compensation proposal is a vote separate and apart from the other proposals contained in this joint proxy statement/prospectus, and is not conditioned on any other proposal.

 

The Powerfleet board recommends that you vote (i) “FOR” the Powerfleet stock issuance proposal, (ii) “FOR” the Powerfleet charter amendment proposal, (iii) “FOR” the Powerfleet compensation proposal and (iv) “FOR” the Powerfleet adjournment proposal.

 

This joint proxy statement/prospectus contains important information regarding the Powerfleet proposals and factors that Powerfleet stockholders should consider when deciding how to cast their votes. Powerfleet stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this joint proxy statement/prospectus, for more detailed information regarding the implementation agreement, including the scheme and other transactions contemplated by the implementation agreement, and the Powerfleet proposals.

 

Share Ownership and Voting by Powerfleet’s Officers and Directors

 

As of the Powerfleet record date, the Powerfleet directors and executive officers, as a group, beneficially owned and were entitled to vote approximately 1,991,607 shares of Powerfleet common stock, representing approximately 5.35% of the shares of Powerfleet common stock then outstanding and entitled to vote at the Powerfleet special meeting. Although none of them has entered into any agreement obligating them to do so as a Powerfleet director or executive officer, Powerfleet expects that all of its directors and executive officers who are stockholders of Powerfleet will vote “FOR” each of the proposals described above.

 

Voting Your Shares

 

Powerfleet stockholders may vote electronically at the Powerfleet special meeting or by proxy. Powerfleet recommends that you submit your proxy even if you plan to attend the Powerfleet special meeting. If you vote by proxy, you may change your vote, among other ways, if you attend and vote at the Powerfleet special meeting.

 

If you are a Powerfleet stockholder of record you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. Signed and dated proxies received by Powerfleet without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” such proposal presented to the stockholders, in accordance with the recommendation of the Powerfleet board.

 

The proxyholders may use their discretion to vote on any other matters which properly come before the Powerfleet special meeting.

 

Powerfleet stockholders may also vote over the Internet at www.voteproxy.com until 11:59 p.m., Eastern Time, on February 27, 2024. Voting instructions are printed on the proxy card or voting information form you received.

 

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Voting Shares Held in Street Name

 

If you own shares in your own name, you are considered, with respect to those shares, the “stockholder of record.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent acting as securities intermediary, your shares are held by your broker, bank or other agent as your securities intermediary, or in “street name,” and you will need to obtain a proxy form from the organization that holds your shares and follow the instructions included on that form regarding how to instruct the organization to vote your shares. Your broker, bank or other securities intermediary may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other securities intermediary.

 

Banks, brokers and other agents acting as securities intermediaries are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine,” but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine.” Under the current rules of Nasdaq, each of the proposals to be considered at the Powerfleet special meeting as described in this joint proxy statement/prospectus are considered non-routine. Therefore banks, brokers and other agents acting as securities intermediaries do not have discretionary authority to vote on any of the proposals to be considered at the Powerfleet special meeting. A “broker non-vote” occurs when a proposal is deemed “non-routine” and a securities intermediary holding shares for a beneficial owner does not have discretionary voting authority with respect to the matter being considered and has not received instructions from the beneficial owner. If a beneficial owner of shares of Powerfleet common stock held in street name does not give voting instructions to the broker, bank or other agent acting as a securities intermediary, then those shares will not be present or represented by proxy at the Powerfleet special meeting. As a result, broker non-votes would not have any effect on the outcome of the Powerfleet proposals.

 

Revoking Your Proxy

 

If you are a Powerfleet stockholder of record, you have the right to revoke your proxy at any time before the proxy is voted at the Powerfleet special meeting if you:

 

  timely deliver a written notice of revocation or a duly executed proxy bearing a later date by mail to the secretary of Powerfleet at the address provided immediately below;
     
  timely submit revised voting instructions by telephone or over the Internet by following the instructions set forth on the applicable proxy card; or
     
  attending the Powerfleet special meeting and voting electronically.

 

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

 

PowerFleet, Inc.

123 Tice Boulevard

Woodcliff Lake, New Jersey 07677

Attn: David Wilson, Corporate Secretary

 

Execution or revocation of a proxy will not in any way affect the stockholder’s right to attend the Powerfleet special meeting and vote electronically.

 

Attendance at the Powerfleet special meeting will not, in and of itself, revoke a proxy.

 

If your shares are held in “street name” and you have instructed your bank, broker or other securities intermediary to vote your shares, you must follow the directions received from your bank, broker or other securities intermediary to change your vote or revoke your proxy.

 

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Costs of Solicitation

 

Powerfleet will bear all costs and expenses in connection with the solicitation of proxies, including the costs of preparing, printing and mailing this joint proxy statement/prospectus for the Powerfleet special meeting. Powerfleet has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the Powerfleet special meeting and will pay a fee of approximately $10,500, plus reimbursement of reasonable out-of-pocket expenses.

 

Other Business

 

Powerfleet is not aware of any other business to be acted upon at the Powerfleet special meeting. If, however, other matters are properly brought before the Powerfleet special meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Powerfleet board may recommend.

 

Assistance

 

Powerfleet stockholders who have questions about the implementation agreement, the transactions or the other matters to be voted on at the Powerfleet special meeting who need assistance submitting their proxy or voting shares or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:

 

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and brokers call: (212) 269-5550

All others call toll-free: (800) 949-2583

Email: pwfl@dfking.com

 

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THE EXTRAORDINARY GENERAL MEETING OF MIX TELEMATICS’ SHAREHOLDERS

 

Overview

 

This joint proxy statement/prospectus is being provided to MiX shareholders as part of a solicitation of proxies by the MiX board for use at the MiX extraordinary general meeting and at any adjournments of such meeting. This joint proxy statement/prospectus is being furnished to MiX shareholders on or about January 29, 2024. In addition, this joint proxy statement/prospectus constitutes a prospectus for Powerfleet in connection with the issuance by Powerfleet of shares of Powerfleet common stock to be issued to MiX shareholders in connection with the transactions. This joint proxy statement/prospectus provides MiX shareholders with information they need to be able to vote or instruct their vote to be cast at the MiX extraordinary general meeting and should be read carefully in its entirety. This joint proxy statement/prospectus is also being furnished to MiX ADS holders and contains information relevant to MiX ADS holders. A separate scheme circular has been prepared in accordance with the Companies Act and Companies Regulations and the JSE listings requirements. The scheme circular will provide MiX shareholders with, among other things, information regarding the scheme and the manner in which they may have their vote recorded in relation to the scheme.

 

Date, Time and Place of the MiX Extraordinary General Meeting

 

The MiX extraordinary general meeting will be held on February 28, 2024, at 2:30 p.m., South African time, and will be conducted entirely by electronic communication as permitted by the Companies Act and by the MiX memorandum. Check-in will begin at 2:00 p.m., South African time, and you should allow ample time for the check-in procedures.

 

Record Dates; Outstanding Shares; Shares Entitled to Vote

 

The MiX board has set January 19, 2024 as the MiX notice record date. Only (i) MiX shareholders of record, who are registered as such in the MiX share register as of the close of business on the MiX notice record date and (ii) MiX ADS holders of record, who hold MiX ADSs on the MiX notice record date, will be entitled to notice of the MiX extraordinary general meeting or any adjournments thereof. As of the close of business on the MiX notice record date, there were 554,020,612 MiX ordinary shares outstanding (including those represented by MiX ADSs).

 

The MiX voting record date for MiX shareholders will be February 23, 2024. Only MiX shareholders of record, who are registered as such in the MiX share register as of the close of business on the MiX voting record date for MiX shareholders, will be eligible to attend, participate in and vote at the MiX extraordinary general meeting.

 

The MiX voting record date for MiX ADS holders will be January 26, 2024. Only MiX ADS holders of record, who hold MiX ADSs as of the close of business on the MiX voting record date for MiX ADS holders, will have the right to give voting instructions to the depositary or their broker, bank or other securities intermediary, as applicable, with respect to the MiX ordinary shares underlying the MiX ADSs.

 

You are entitled to one vote for every MiX ordinary share (including those represented by MiX ADSs) that you held as of the close of business on the applicable MiX voting record date.

 

Purpose of the MiX Extraordinary General Meeting

 

The MiX extraordinary general meeting is being held to consider and vote on the following resolutions:

 

1.the MiX scheme resolution – approval of the scheme, pursuant to the terms of the implementation agreement and in accordance with Sections 114 and 115 of the Companies Act;

 

2.the MiX revocation resolution – approval of the revocation of the MiX scheme resolution if the scheme is not implemented because the scheme conditions are not fulfilled or waived by the outside date and/or MiX Telematics issues a termination notice and the scheme accordingly terminates;

 

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3.the MiX termination notice resolution – authorization of the MiX board to issue a termination notice to Powerfleet pursuant to the implementation agreement if the MiX board determines it to be in the best interests of MiX Telematics and MiX shareholders to do so; and

 

4.the MiX authorization resolution – authorization of each director and the company secretary of MiX Telematics to take any actions necessary for purposes of giving effect to the MiX resolutions proposed and passed at the MiX extraordinary general meeting.

 

Quorum

 

Pursuant to the MiX memorandum, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of at least one MiX resolution to be decided at the MiX extraordinary general meeting is required for the MiX extraordinary general meeting to begin. Additionally, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of a MiX resolution is necessary in order for such MiX resolution to be considered.

 

A “broker non-vote” occurs when MiX ordinary shares (or MiX ADSs) held in the name of a bank, broker or other securities intermediary for a beneficial owner are not voted with respect to a resolution because (1) the broker has not received voting instructions from the beneficial owner of the MiX ordinary shares (or MiX ADSs) and (2) the broker lacks the authority to vote the MiX ordinary shares (or MiX ADSs) at their discretion under applicable rules of the NYSE. A “broker non-vote” with respect to a MiX ordinary share will generally not be deemed present or represented by proxy at the MiX extraordinary general meeting and will not count towards establishing a quorum. However, if, as a MiX shareholder, you sign and return your proxy or authorize a proxy to vote electronically, your MiX ordinary shares will be counted towards a quorum even if you otherwise abstained or failed to vote as indicated in the proxy materials.

 

Broker non-votes in respect of MiX ADS holders may be considered present for purposes of determining whether there is a quorum for the MiX extraordinary general meeting because of the discretionary proxy that may be deemed to have been given to a person designated by MiX Telematics in connection with uninstructed MiX ADSs, and the person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions.

 

Vote Required; Recommendation of the MiX Telematics Independent Board of Directors

 

Resolution   Vote Required
MiX scheme resolution     The affirmative vote of at least 75% of all votes cast with respect to the resolution.
     
MiX revocation resolution     The affirmative vote of at least 75% of all votes cast with respect to the resolution.
     
MiX termination notice resolution   The affirmative vote of a simple majority of all votes cast with respect to the resolution.
     
MiX authorization resolution     The affirmative vote of a simple majority of all votes cast with respect to the resolution.

 

Pursuant to the MiX memorandum, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of at least one MiX resolution to be decided at the MiX extraordinary general meeting is required for the MiX extraordinary general meeting to begin. Additionally, the presence or representation by proxy (in each case, excluding the voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, as set forth in Section 115(4) of the Companies Act for purposes of the MiX scheme resolution) of at least three MiX shareholders entitled to attend, vote and to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of a MiX resolution is necessary in order for such MiX resolution to be considered. 

 

A withheld vote or abstention, as applicable, is not considered a vote cast by a MiX shareholder with respect to any MiX resolution and will, therefore, not affect the outcome of any MiX resolution. Similarly, if the depositary does not receive voting instructions from a MiX ADS holder regarding how to vote the MiX ordinary shares underlying its MiX ADSs, then such MiX ADS holder may be deemed to have instructed the depositary to give a discretionary proxy to a person designated by MiX Telematics with respect to the MiX ordinary shares underlying such MiX ADSs. The person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions.

 

The MiX independent board recommends that you vote (i) “FOR” the MiX scheme resolution, (ii) “FOR” the MiX revocation resolution, (iii) “FOR” the MiX termination notice resolution and (iv) “FOR” the MiX authorization resolution.

 

This joint proxy statement/prospectus contains important information regarding the MiX resolutions and factors that MiX shareholders should consider when deciding how to cast their votes. MiX shareholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this joint proxy statement/prospectus, for more detailed information regarding the implementation agreement, including the scheme and other transactions contemplated by the implementation agreement, and the MiX resolutions. A separate scheme circular has been prepared in accordance with the Companies Act and Companies Regulations and the JSE listings requirements. The scheme circular will provide MiX shareholders with, among other things, information regarding the scheme and the manner in which they may have their vote recorded in relation to the scheme.

 

Voting Your Shares

 

MiX Shareholders

 

To participate in the MiX extraordinary general meeting via electronic communication, MiX shareholders on the MiX share register or their duly appointed proxies must either (i) register online using the online registration portal at www.meetnow.global/za; or (ii) apply to Computershare, by delivering the duly completed electronic participation form, with their identification document or passport document, letter of representation and form of proxy (blue) (as applicable) to: Computershare, First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X3000, Saxonwold, 2132 (at the risk of the MiX shareholder), or sending it by email to proxy@computershare.co.za so as to be received by Computershare by no later than 2:30 p.m., South African time, on February 26, 2024 to assist in the efficient administration of the MiX extraordinary general meeting.

 

The electronic participation form can be found as an insert in this joint proxy statement/prospectus. Computershare will first validate such requests and confirm the identity of the MiX shareholder under Section 63(1) of the Companies Act, and, if the request is validated, further details on using the electronic communication facility will be provided. Should any electronic participation forms be submitted after 2:30 p.m., South African time, on February 26, 2024 , Computershare shall reasonably endeavor to validate such requests prior to the commencement of the MiX extraordinary general meeting. MiX Telematics will inform MiX shareholders or their proxies who notified Computershare of their intended participation, by no later than 5:00 p.m., South African time, on February 27, 2024, by email of the relevant details through which shareholders or their proxies can participate electronically.

 

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Pursuant to Section 62(3)(e) of the Companies Act, a MiX shareholder that is entitled to participate and vote at the MiX extraordinary general meeting is entitled to appoint a proxy or two or more proxies to participate in and vote at the MiX extraordinary general meeting in the place of the MiX shareholder, by completing the form of proxy in accordance with the instructions set out therein and a proxy need not be a MiX shareholder. Any MiX shareholder that completes and lodges a form of proxy will nevertheless be entitled to participate in and vote at the MiX extraordinary general meeting should the MiX shareholder subsequently decide to do so. Meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to participate in the MiX extraordinary general meeting. In this regard, all MiX shareholders recorded in the MiX share register will be required to provide identification satisfactory to the chairperson of the MiX extraordinary general meeting. Forms of identification include valid identity documents, driver’s licenses and passports.

 

MiX shareholders that have already dematerialised their shares through a securities intermediary or broker rather than through “own-name” registration and who wish to participate in the MiX extraordinary general meeting must instruct their securities intermediary or broker to issue them with the necessary authority to participate. Dematerialised MiX shareholders, who have elected “own-name” registration in the sub-register through a securities intermediary and who are unable to participate but wish to vote at the MiX extraordinary general meeting, should complete and lodge the attached form of proxy (blue) with the transfer secretaries of MiX Telematics. Dematerialised MiX shareholders that have not elected “own-name” registration in the sub-register through a securities intermediary and who are unable to participate but wish to vote at the MiX extraordinary general meeting should timely provide their broker or securities intermediary with their voting instructions in terms of the custody agreement entered into between the shareholder and its securities intermediary or broker.

 

MiX ADS Holders

 

MiX ADS holders do not have the same rights as MiX shareholders. The deposit agreement among MiX Telematics, the depositary and the holders from time to time of MiX ADSs issued thereunder sets out the rights of MiX ADS holders, as well as the rights and obligations of the depositary.

 

As a MiX ADS holder, you will not be entitled to vote electronically at the MiX extraordinary general meeting. You may vote as a MiX ADS holder if you hold MiX ADSs or have MiX ADSs credited to your securities account with a brokerage firm, bank or other securities intermediary as of the close of business, Eastern Time, on January 26, 2024. If you held your MiX ADSs directly as of the MiX voting record date, so long as the depositary receives your voting instructions by 12:00 p.m., Eastern Time, on February 21, 2024, it will try, to the extent practicable and subject to South African law and the terms of the deposit agreement, to vote the underlying MiX ordinary shares as you instruct. If you hold MiX ADSs through a brokerage firm, bank, or other securities intermediary as of the close of business, Eastern Time, on January 26, 2024, only that intermediary may give voting instructions to the depositary with respect to your MiX ADSs. If your MiX ADSs are held through a broker, bank or other securities intermediary, such intermediary will provide you with instructions on how you may give voting instructions with respect to the MiX ordinary shares underlying your MiX ADSs. Please check with your broker, bank or other securities intermediary, as applicable, and carefully follow the voting procedures provided to you.

 

To the extent you provide the depositary or your broker, bank or other securities intermediary, as applicable, with voting instructions, the depositary will endeavor, to the extent practicable, to vote the MiX ordinary shares underlying your MiX ADSs in accordance with your instructions. The depositary will collate all votes properly submitted by MiX ADS holders and submit a vote on behalf of all such holders. If the depositary does not receive voting instructions from a MiX ADS holder regarding how to vote the MiX ordinary shares underlying its MiX ADSs, then such MiX ADS holder may be deemed to have instructed the depositary to give a discretionary proxy to a person designated by MiX Telematics with respect to the MiX ordinary shares underlying its MiX ADSs. The person designated by MiX Telematics is expected to vote such underlying MiX ordinary shares in favor of the MiX resolutions.

 

If you hold MiX ADSs, directly or through a broker, bank or other securities intermediary, you must follow the instructions provided by the depositary or such broker, bank or other securities intermediary if you wish to change your vote. The last instructions you submit prior to the deadline indicated by the depositary or such intermediary, as applicable, will be used to instruct the depositary how to vote your MiX ADSs.

 

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You may also exercise the right to vote the MiX ordinary shares underlying your MiX ADSs by surrendering your MiX ADSs and withdrawing the MiX ordinary shares represented by your MiX ADSs pursuant to the terms described in the deposit agreement. However, it is possible that you may not have sufficient time to withdraw your MiX ordinary shares and vote them at the MiX extraordinary general meeting as a MiX shareholder of record. MiX ADS holders will incur additional costs associated with the surrender process.

 

In connection with the scheme, MiX Telematics will pay any applicable fees, charges and expenses of the depositary and government charges due to or incurred by the depositary in connection with the cancellation of the MiX ADSs surrendered (and the underlying MiX ordinary shares), including applicable MiX ADS cash distribution fees, MiX ADS cancellation fees and depositary servicing fees (each up to $0.05 per MiX ADS pursuant to the terms of the deposit agreement).

 

If you have queries about how you can deliver voting instructions, please contact the depositary, your broker, bank or other securities intermediary. If at any point you require guidance, please contact MiX Telematics at company.secretary@mixtelematics.com.

 

Revoking Your Proxy

 

If you are a MiX shareholder and you have voted by Internet or email, you may change your vote and revoke your proxy by:

 

sending a written statement to that effect to the attention of the company secretary at MiX Telematics’ corporate offices, provided such statement is received no later than 2:30 p.m., South African time, on February 28, 2024;

 

voting again by Internet at a later time before the closing of those voting facilities at 2:30 p.m., South African time, on February 28, 2024;

 

submitting a properly signed proxy card with a later date that is received no later than 2:30 p.m., South African time, on February 28, 2024; or

 

attending the MiX extraordinary general meeting, revoking your proxy and voting electronically.

 

If you hold MiX ordinary shares in street name (rather than through own-name registration), you may submit new voting instructions by contacting your bank, broker or other securities intermediary. You may also change your vote or revoke your proxy at the MiX extraordinary general meeting if you obtain a signed letter of representation from the MiX Telematics record holder (broker, bank or other securities intermediary) giving you the right to vote the MiX ordinary shares. Your most recent proxy card or Internet proxy is the one that is counted. Your participation at the MiX extraordinary general meeting by itself will not revoke your proxy unless you give written notice of revocation to us before your proxy is voted or you vote electronically at the MiX extraordinary general meeting.

 

If you hold MiX ADSs, directly or through a broker, bank or other securities intermediary, you must follow the instructions provided by the depositary or such broker, bank or other securities intermediary if you wish to change your vote. The last instructions you submit prior to the deadline indicated by the depositary or the intermediary, as applicable, will be used to instruct the depositary how to vote your MiX ADSs.

 

Share Ownership and Voting by MiX Telematics’ Officers and Directors

 

As of the MiX notice record date, the MiX Telematics directors and executive officers, as a group, beneficially owned and were entitled to vote approximately 71,362,385 MiX ordinary shares, representing approximately 12.88% of the MiX ordinary shares (including those represented by MiX ADSs) then outstanding and entitled to vote at the MiX extraordinary general meeting. Although none of them has entered into any agreement obligating them to do so as a MiX Telematics director or executive officer, MiX Telematics expects that all of its directors and executive officers who are shareholders of MiX Telematics will vote “FOR” each of the resolutions described above.

 

Costs of Solicitation

 

MiX Telematics will bear all costs and expenses in connection with the solicitation of proxies, including the costs of preparing, printing and mailing this joint proxy statement/prospectus for the Powerfleet special meeting. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. MiX Telematics has engaged Morrow Sodali LLC to assist in the solicitation of proxies in connection with the MiX extraordinary general meeting for a services fee of approximately $17,500, plus disbursements. Brokers, banks and other securities intermediaries will also be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

 

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Other Business

 

MiX Telematics is not aware of any other business to be acted upon at the MiX extraordinary general meeting. If, however, other matters are properly brought before the MiX extraordinary general meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the MiX independent board may recommend.

 

Assistance

 

MiX shareholders that have questions about the implementation agreement, the transactions or the other matters to be voted on at the MiX extraordinary general meeting who need assistance submitting their proxy or voting shares or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:

 

Statucor Proprietary Limited

Company Secretary of MiX Telematics

Matrix Corner, Howick Close

Waterfall Park

Midrand, Johannesburg, South Africa, 1685

(PO Box 12326, Vorna Valley, 1686)

Email: company.secretary@mixtelematics.com

 

Morrow Sodali LLC
430 Park Avenue, 14th Floor
New York, New York 10022
Banks and brokers call: (203) 658-9400
Shareholders call toll-free: (800) 662-5200 or
Email: MIXT@investor.morrowsodali.com

 

If you are a MiX ADS holder and have queries about how you can deliver voting instructions, please contact the depositary, your broker, bank or other securities intermediary. If at any point you require guidance, please contact the MiX Telematics at company.secretary@mixtelematics.com.

 

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OVERVIEW OF THE TRANSACTIONS

 

General

 

On October 10, 2023, Powerfleet, Powerfleet Sub and MiX Telematics entered into the implementation agreement, pursuant to which Powerfleet Sub will acquire all of the issued MiX ordinary shares (including those represented by MiX ADSs), excluding treasury shares and any MiX ordinary shares held by any MiX shareholder that has validly exercised its appraisal rights with respect to the scheme, through the implementation of the scheme in accordance with Sections 114 and 115 of the Companies Act, from MiX shareholders in exchange for consideration consisting of 0.12762 shares of Powerfleet common stock for each MiX ordinary share held by such MiX shareholders (and in the case of MiX ADS holders, 3.19056 shares of Powerfleet common stock for each MiX ADS held by such MiX ADS holder), plus any cash payments in respect of fractional entitlements to such shares.

 

As a result of the transactions contemplated by the implementation agreement, MiX Telematics will become a direct, wholly owned subsidiary of Powerfleet Sub and an indirect, wholly owned subsidiary of Powerfleet. The securityholders of MiX Telematics will become securityholders of Powerfleet. The implementation of the scheme is expected to result in current MiX Telematics securityholders (including MiX ADS holders) and current Powerfleet securityholders owning approximately 65.5% and 34.5%, respectively, of the outstanding shares of Powerfleet common stock on a fully diluted basis immediately following the scheme implementation date.

 

The transactions will not be completed and the scheme consideration shares will not be issued unless Powerfleet stockholders approve each of the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal at the Powerfleet special meeting and MiX shareholders approve the MiX scheme resolution at the MiX extraordinary general meeting and the other specified closing conditions in the implementation agreement are satisfied or waived. A copy of the implementation agreement is attached as Annex A to this joint proxy statement/prospectus. You are urged to read the implementation agreement in its entirety. For additional information about the transactions, see “—Company Structure” below and “The Implementation Agreement” beginning on pages 49 and 104, respectively, of this joint proxy statement/prospectus.

 

Company Structure

 

We have set forth below certain diagrams depicting the structure of Powerfleet and MiX Telematics prior to the transactions and to depict several of the steps that will be taken in connection with the transactions. The below diagrams do not represent a complete set of all of the steps included in the transactions, but are meant to provide an illustrative summary of the material steps in the transactions.

 

Current Structure of the Companies represents the structure of Powerfleet and MiX Telematics before consummation of the transactions.

 

Step 1 depicts the formation of Powerfleet Sub as a direct, wholly owned subsidiary of Powerfleet.

 

Step 2 depicts the relationship of the parties prior to the implementation of the scheme.

 

Step 3 depicts the implementation of the scheme, with Powerfleet Sub acquiring all of the issued and outstanding MiX ordinary shares (including those represented by MiX ADSs) in exchange for 70,704,110 shares of Powerfleet common stock based on the number of outstanding MiX ordinary shares (including those represented by MiX ADSs) as of January 19, 2024, and MiX Telematics becoming a direct, wholly owned subsidiary of Powerfleet Sub.

 

Step 4 depicts the structure of the companies following implementation of the scheme and consummation of the other transactions.

 

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Current Structure of the Companies

 

 

Step 1 – Formation of Powerfleet Sub

 

 

 

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Step 2 – Relationship Prior to Implementation of the Scheme

 

 

Step 3 – Implementation of the Scheme

 

 

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Step 4 – Post-Closing Structure*

 

 

* Percentages reflect expected ownership immediately after consummation of the transactions on a fully-diluted basis.

 

Background of the Transactions

 

The terms of the implementation agreement are the result of arm’s-length negotiations between representatives of Powerfleet and MiX Telematics. The following is a summary of the events leading up to the signing of the implementation agreement and the key meetings, negotiations, discussions and actions by and between Powerfleet and MiX Telematics and their respective advisors that preceded the public announcement of the transaction; it does not purport to catalogue every conversation or interaction among representatives of Powerfleet and MiX Telematics and other parties. Unless otherwise indicated, meetings generally were telephonic or via videoconferencing.

 

Each of Powerfleet’s and MiX Telematics’ management and respective boards of directors, together with their legal and financial advisors, periodically review, consider and assess various strategies, opportunities and alternatives that may enhance shareholder value. Such reviews and assessments have included, among other things, remaining as a stand-alone entity in light of the then-current business, economic and regulatory environments, pursuing equity financing opportunities and entering into acquisitions, dispositions and strategic partnerships with other companies to further the respective company’s strategic objectives.

 

Following its acquisition of Trimble, Inc.’s Field Service Management business in North America on September 2, 2022, MiX Telematics had been evaluating potential strategic transactions that would allow it to simplify its capital structure and listing status, diversify its foreign currency exposure, and scale its growth, particularly in the United States.

 

In October 2022, Stefan Joselowitz, the Chief Executive Officer of MiX Telematics, was introduced to the Chief Executive Officer of Party A, who was interested in exploring a potential merger of the businesses.

 

On October 24, 2022, as a result of internal discussions regarding potential strategic partners for a transaction, Steve Blackhart, Vice President of Corporate Development of MiX Telematics, contacted the management of Party B on behalf of MiX Telematics to introduce the parties and explore the possibility of a strategic transaction.

 

On November 16, 2022, MiX Telematics entered into a customary non-disclosure agreement with Party A for purposes of exploring a potential merger of the businesses and to allow for the exchange of diligence information including, but not limited to, financial projections.

 

Following the additional diligence sessions held between MiX Telematics and Party A in January and February of 2023, MiX Telematics formally engaged Raymond James Financial, Inc. (“Raymond James”) to provide financial advisory services in connection with a potential transaction with Party A on March 13, 2023.

 

From December 2022 through March 2023, representatives of William Blair and members of Powerfleet management engaged in a number of meetings to review the competitive landscape and recent developments in the telematics space and to identify, evaluate and consider potential strategic alternatives to maximize value to Powerfleet’s stockholders.

 

On December 13, 2022, Messrs. Joselowitz and Blackhart met with the Chief Executive Officer of Party B to discuss Party B’s interest in a potential strategic transaction with MiX Telematics.

 

On March 20, 2023, Powerfleet management held a meeting with representatives of William Blair to discuss the engagement of William Blair on a potential strategic transaction.

 

On March 22, 2023, Powerfleet management shared Powerfleet’s financial model with representatives of William Blair to allow William Blair to assess Powerfleet’s business.

 

On March 23, 2023, the management of MiX Telematics was contacted by Party B, following its engagement of Goldman Sachs as its financial advisor, to discuss the possibility of pursuing a strategic transaction. MiX Telematics entered into a customary non-disclosure agreement with Party B for purposes of exploring a potential merger of the businesses.

 

On March 28, 2023, Powerfleet engaged William Blair as its financial advisor to render certain investment banking services in connection with (i) a possible business combination of Powerfleet with a strategic partner and/or (ii) a possible private placement or other unregistered sale of securities. Pursuant to a written engagement letter, Powerfleet selected William Blair as its financial advisor because, among other factors, William Blair is a globally recognized investment banking firm that has substantial experience in similar transactions and is familiar with the industry in which Powerfleet operates.

 

From March to May 2023, as part of Powerfleet’s strategic review, and assisted by William Blair, Powerfleet management engaged in preliminary discussions with four strategic parties, including MiX Telematics, regarding a potential transactions involving Powerfleet. During such time, the Powerfleet board was kept apprised of the key communications with such parties.

 

From March to September 2023, as part of Powerfleet’s exploration of strategic alternatives, and assisted by William Blair, Powerfleet management engaged in discussions with various equity financing sources regarding a potential private investment in public equity (“PIPE”) transaction in connection with a potential strategic transaction. During such time, the Powerfleet board was kept apprised of the key communications with such sources. In early September 2023, following several discussions with William Blair and Powerfleet management, the Powerfleet board ultimately decided not to pursue a PIPE transaction at that time as the cost of capital in the proposals received were not sufficiently attractive to the Powerfleet board.

 

On April 6, 2023, Party B’s advisor delivered a confidential information memorandum to MiX Telematics that covered investment highlights, an overview of business and strategy, and high level financial information.

 

In April 2023, William Blair introduced Powerfleet to MiX Telematics. On April 25, 2023, Steve Towe, the Chief Executive Officer of Powerfleet, met with Mr. Joselowitz to discuss a possible business combination transaction between the two companies. During the meeting, Mr. Towe and Mr. Joselowitz discussed executing a non-disclosure agreement between the companies, including to review a high-level pro forma analysis of the proposed business combination. No specific economic terms of a potential transaction were discussed at the meeting. Following the meeting, Mr. Towe and Mr. Joselowitz discussed a potential transaction at a high level and the potential impact of such transaction on their respective companies’ business activities with management and legal counsel, and informed certain members of their respective boards of directors, including the chairpersons of their boards, of these discussions.

 

On April 30, 2023, Mr. Towe emailed Mr. Joselowitz to coordinate the execution of a non-disclosure agreement between Powerfleet and MiX Telematics (the “initial NDA”) and to organize a follow-on meeting between the parties’ respective management teams to continue discussions of the parties’ interest in a potential transaction.

 

During the period between April 30, 2023 and May 2, 2023, Mr. Towe and Mr. Joselowitz exchanged emails, coordinating a follow-on meeting and negotiating the terms of the initial NDA. Mr. Towe and Mr. Joselowitz agreed to hold such meeting to focus on understanding each company’s operations and to discuss a potential combination in terms of market position, scale, organization, combined growth and profit expansion, as well as their visions of what a combined company would look like.

 

On May 2, 2023, the Powerfleet board held a meeting attended by Powerfleet management and representatives of Olshan Frome Wolosky LLP (“Olshan”), outside legal counsel to Powerfleet. During this meeting, Mr. Towe and David Wilson, the Chief Financial Officer of Powerfleet, provided the Powerfleet board with an update regarding strategic alternatives Powerfleet management had been exploring, including a potential transaction with MiX Telematics and other strategic parties.

 

After meetings on May 3, 2023 and May 4, 2023, MiX Telematics and Party A determined that it was no longer worth pursuing a potential transaction between the companies given their differing expectations as to the potential transaction’s value.

 

On May 10, 2023, ahead of the follow-on meeting between Powerfleet and MiX Telematics, representatives of both companies executed the initial NDA on behalf of Powerfleet and MiX Telematics, effective as of May 1, 2023. Members of Powerfleet management and MiX Telematics management then held an introductory meeting to discuss value creation opportunities that could arise from a potential business combination of Powerfleet and MiX Telematics, including potential areas of synergy for the combined company. No specific terms of employment or compensation with respect to any members of Powerfleet management or MiX Telematics management or any other employees of the companies were discussed at this meeting. Attendees at the meeting included Mr. Towe, Mr. Wilson, Melissa Ingram, Chief Transformation Officer of Powerfleet, Mr. Joselowitz, Mr. Blackhart, Paul Dell, Chief Financial Officer of MiX Telematics, and Charles Tasker, Chief Operating Officer of MiX Telematics.

 

Additionally, on May 10, 2023, MiX Telematics submitted a non-binding proposal to acquire Party B to Goldman Sachs, the advisors to Party B.

 

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On May 19, 2023, representatives of William Blair held a meeting with members of MiX Telematics management to discuss the possible governance structure of the combined company upon a closing of a potential business combination, potential next steps and arranging meetings between members of Powerfleet and MiX Telematics.

 

On May 23, 2023, MiX Telematics held its quarterly board meeting, during which Mr. Joselowitz provided an update on early discussions between MiX Telematics and Powerfleet, as well as the conversations between MiX Telematics and Party A and Party B. During the meeting, MiX Telematics discussed the potential equity upside from a combination with Powerfleet and the synergistic nature of such a combination. 

 

On May 24, 2023, Powerfleet management met with representatives of William Blair to discuss a potential business combination with MiX Telematics and potential financing arrangements for such a transaction.

 

On May 26, 2023, following the introductory meeting, Powerfleet management exchanged emails with MiX Telematics management to coordinate the execution of a second non-disclosure agreement (the terms of which are described below) between Powerfleet and MiX Telematics (the “subsequent NDA”) to enable the parties to advance discussions of their respective businesses and potential synergies and to perform preliminary due diligence.

 

During the period between May 26, 2023 and June 2, 2023, representatives of Powerfleet and MiX Telematics exchanged emails regarding the terms of the subsequent NDA, and both parties agreed on the terms of the subsequent NDA on June 2, 2023.

 

On June 1, 2023, Java Capital was formally engaged by MiX Telematics to provide corporate, financial, legal and regulatory advice related to a transaction in which MiX Telematics would be delisted from the JSE (either through a primary relisting in the United States or a transformative transaction, including in connection with a merger transaction).

 

On June 3, 2023, Goldman Sachs informed MiX Telematics management that Party B preferred to pursue a minority investment. On June 5, 2023, Mr. Joselowitz informed the Chief Executive Officer of Party B that MiX Telematics preferred to pursue a merger and was not interested in a minority position.

 

On June 5, 2023, following discussions with their respective management teams, representatives of both companies executed the subsequent NDA on behalf of Powerfleet and MiX Telematics, effective as of May 31, 2023. The subsequent NDA included customary nondisclosure and nonuse provisions and a standstill provision that prohibited each party, for the duration of the standstill period, from offering to acquire or acquiring the other party, and from taking certain other actions, including, among others, soliciting proxies or consents, in each case, without the prior consent of the other party, and included a customary “fall-away” provision that renders the standstill inapplicable to such party following its entry into a definitive agreement relating to an acquisition of a majority of such party’s voting securities or assets.

 

During the period between June 7, 2023 and June 9, 2023, Powerfleet management and MiX Telematics management met in Chicago, Illinois. The discussions focused on the governance structure for the combined company along with preliminary diligence matters, strategic alignment, operational efficiencies, customer and revenue growth opportunities, and cross-sell and upsell opportunities, as well as the due diligence process for a proposed transaction.

 

On June 9, 2023, Powerfleet management met with representatives of William Blair to discuss due diligence and next steps for a potential business combination with MiX Telematics.

 

On June 13, 2023, the Powerfleet board held a meeting attended by Powerfleet management and representatives of Olshan. During this meeting, Mr. Towe, Mr. Wilson and Ms. Ingram updated the Powerfleet board regarding the strategic alternatives Powerfleet management had been exploring since the last meeting of the Powerfleet board, including the status of discussions with MiX Telematics and other strategic parties. Powerfleet management discussed certain considerations for a potential transaction with MiX Telematics, including a greater subscriber base, increased opportunities for cross-selling products and solutions, higher recurring revenues and enhanced innovation. Powerfleet management also reviewed with the board a preliminary value creation analysis and preliminary pro forma financial analysis of the combined company. Additionally, representatives of Olshan discussed with the Powerfleet board a preliminary timeline of a proposed business combination with MiX Telematics. Following this discussion, the Powerfleet board instructed Powerfleet management to, among other things, negotiate a potential business combination with MiX Telematics.

 

Later on June 13, 2023, Mr. Towe and Mr. Joselowitz spoke by telephone to further discuss a potential business combination of Powerfleet and MiX Telematics and agreed to direct representatives of William Blair and Raymond James to discuss a potential business combination transaction.

 

On June 15, 2023, following further discussions with Powerfleet management and the other Powerfleet directors, Mr. Towe instructed Olshan to prepare a draft non-binding indication of interest, outlining the key terms of a potential transaction with MiX Telematics (the “IOI”). Mr. Towe then sent an initial draft of the IOI to Mr. Joselowitz.

 

On the same day, MiX Telematics formally engaged Raymond James to provide financial advisory services related to the potential transaction with Powerfleet.

 

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Additionally, on June 15, 2023, at the direction of the Powerfleet board, Michael Brodsky, the Chairman of the Powerfleet board, met with Ian Jacobs, Chairperson of the MiX board, to discuss a potential business combination and the potential governance structure of a combined company.

 

From June 18, 2023 to June 26, 2023, members of the Powerfleet and MiX Telematics management teams held discussions relating to the terms of the IOI, preliminary due diligence matters, the board and management structure of a combined company, operational synergies and financing options. With respect to the IOI, the members of the companies’ respective management teams came to an understanding that the IOI would contain key terms relating to consideration, transaction structure, due diligence process and timeline, expenses, exclusivity and confidentiality. The representatives further agreed that board structure and composition, as well as management structure and composition, would not be included in the IOI and instead would be determined after their respective financial advisors had completed their analyses. Additionally, the management teams concurred that a proposed transaction should be structured as an all-stock transaction, pursuant to which Powerfleet would acquire MiX Telematics, with MiX Telematics surviving as a wholly owned subsidiary of Powerfleet.

 

On June 26, 2023, the Powerfleet board held a meeting attended by Powerfleet management and representatives of Olshan. During the meeting, Powerfleet management provided the Powerfleet board with an update regarding the exploration of strategic alternatives and presented management’s preliminary views regarding certain financial and structural aspects of a proposed transaction with MiX Telematics, including the current industry landscape, transaction rationale, potential synergies, value creation opportunities and other considerations. After robust discussion of the business rationale for a combination with MiX Telematics and other potential strategic partners, the Powerfleet board instructed Powerfleet management to move forward with evaluating the proposed transaction, including entering into the IOI with MiX Telematics.

 

On the same day, Mr. Towe and Mr. Joselowitz exchanged emails regarding the terms of the IOI and ultimately agreed on the terms thereof. Messrs. Towe and Joselowitz executed the IOI on behalf of Powerfleet and MiX Telematics, respectively. Pursuant to the IOI, Powerfleet and MiX Telematics agreed that Powerfleet would acquire 100% of the outstanding MiX ordinary shares in exchange for a number of shares of Powerfleet common stock at a fixed exchange ratio to be mutually agreed upon, with MiX Telematics becoming a subsidiary of Powerfleet. The IOI also provided for an exclusive negotiating period through July 7, 2023 that would automatically renew for successive five-day periods as long as the parties were then negotiating in good faith and until either party gave written notice to the other of the termination of the IOI. Such exclusivity period would automatically extend for an additional 60 days if the parties came to an agreement in principle on their relative valuations and automatically renew for successive 15-day periods as long as the parties were then negotiating in good faith and until either party gave written notice to the other of the termination of the IOI.

 

From June 26, 2023 through July 6, 2023, Powerfleet management and MiX Telematics management, together with representatives of William Blair and Raymond James, held discussions relating to the valuations of the companies and the post-transaction ownership structure of a combined company.

 

On June 27, 2023, virtual data rooms were opened and made available to Powerfleet’s and MiX Telematics’ financial and accounting advisors, as well as legal counsel, for purposes of conducting diligence.

 

On June 29, 2023, due diligence request lists containing certain legal, financial and commercial requests were shared between the companies.

 

Additionally, on June 29, 2023, the Powerfleet board held a meeting in Nashville, Tennessee attended by Powerfleet management and representatives of William Blair and Olshan. During the meeting, Powerfleet management provided the Powerfleet board with an update on Powerfleet’s business. Following such update, Powerfleet management presented to the Powerfleet board certain financial forecasts and business plans that the Powerfleet board approved for use by William Blair as part of its analysis in connection with the exploration of strategic alternatives (including a PIPE). Representatives of William Blair then reviewed with the Powerfleet board potential strategic alternatives (including a PIPE) available to Powerfleet and key considerations for each alternative, as well as the current status of a proposed business combination with MiX Telematics. The Powerfleet board then discussed with representatives of William Blair financing options in connection with a proposed business combination.

 

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On July 6, 2023, the Powerfleet board held a meeting attended by Powerfleet management and representatives of William Blair. During the meeting, representatives of William Blair reviewed with the Powerfleet board strategic alternatives for Powerfleet, including a proposed business combination with MiX Telematics. In regard to the proposed business combination with MiX Telematics, representatives of William Blair provided an update surrounding the negotiations of relative valuations.

 

From July 7, 2023 through July 11, 2023, Mr. Towe held meetings with Mr. Joselowitz, one of which was attended by Mr. Brodsky and Mr. Jacobs, to discuss a proposed business combination between Powerfleet and MiX Telematics and the post-transaction ownership and governance structure of a combined company.

 

On July 11, 2023, following robust discussions of key terms of a proposed business combination between the parties, representatives of Powerfleet instructed Olshan to prepare a draft memorandum of understanding (the “MOU”) containing key terms that were agreed upon by the companies in principle, including: (i) transaction consideration to be based on a post-transaction ownership structure in which Powerfleet securityholders would own approximately 35%, and MiX Telematics securityholders would own approximately 65%, of the combined company; (ii) board of directors of the combined company to consist of six directors with equal representation among Powerfleet, MiX Telematics and a potential financial sponsor, with Mr. Brodsky remaining as Chairman; (iii) Mr. Towe remaining as Chief Executive Officer of the combined company; (iv) an exclusive negotiating period through August 31, 2023 that would automatically renew for successive 15-day periods as long as the parties were then negotiating in good faith and until either party gave written notice to the other of the termination of the MOU; (v) definitive agreements to be negotiated simultaneously with due diligence; (vi) customary confidentiality obligations; and (vii) a break fee equal to $500,000, plus third party out-of-pocket fees and expenses not to exceed $350,000 in the aggregate, payable upon a termination of the MOU under specified circumstances.

 

On July 13, 2023, Powerfleet management and representatives of William Blair and Olshan held a meeting to discuss the draft MOU prepared by Olshan. Following this discussion, Ms. Ingram sent to MiX Telematics management an initial draft of the MOU on behalf of Powerfleet.

 

On the same day, MiX Telematics involved DLA Piper LLP (US) (“DLA”), its U.S. outside legal counsel, with respect to the proposed business combination between MiX Telematics and Powerfleet and provided DLA with the initial draft of the MOU that was provided by Powerfleet.

 

From July 14, 2023 to July 20, 2023, Powerfleet management and MiX Telematics management exchanged emails regarding the terms of the MOU, and representatives of both companies agreed on the terms of the MOU on July 20, 2023.

 

On July 15, 2023, the Powerfleet compensation committee held a meeting attended by Mr. Brodsky and representatives of Olshan. During this meeting, the Powerfleet compensation committee discussed the treatment of Powerfleet’s outstanding equity awards in connection with the proposed business combination with MiX Telematics.

 

From July 16, 2023 through July 19, 2023, Mr. Joselowitz and Mr. Jacobs traveled to Israel to conduct an on-site visit of Powerfleet’s business. During this time, Mr. Towe, Mr. Brodsky and other representatives of Powerfleet held in-person meetings at Powerfleet’s offices in Israel with Mr. Joselowitz and Mr. Jacobs to discuss Powerfleet’s business and its Israeli operations.

 

On July 19, 2023, MiX Telematics management held a meeting with the MiX board that involved a general discussion with regarding the proposed business combination with Powerfleet, including the agreed-upon terms of the MOU. The MiX board also formed the MiX independent board to assess the transaction. The MiX independent board consisted of Charmel Flemming, Fikile Futwa and Richard Bruyns. Following the discussion, the MiX independent board instructed management to proceed with entering into the MOU with Powerfleet.

 

On July 20, 2023, the Powerfleet board held a meeting attended by Powerfleet management. During the meeting, the Powerfleet board had a general discussion with Powerfleet management regarding the proposed business combination with MiX Telematics, including the agreed-upon terms of the MOU, the status of various financing options and their respective timing. Following the discussion, the Powerfleet board instructed Powerfleet management to proceed with entering into the MOU with MiX Telematics. Following the meeting, representatives of both companies executed the MOU on behalf of Powerfleet and MiX Telematics. The signed MOU contained the terms that were previously agreed upon in principle during negotiations between the parties prior to July 11, 2023, as well as provisions that provided for the parties to work in collaboration to secure any financing required for the proposed transactions.

 

On July 25, 2023, during the MiX board’s quarterly meeting, MiX Telematics management confirmed the execution of the MOU with Powerfleet and discussed the timeline.

 

During the period between July 23, 2023 and July 29, 2023, Mr. Towe and Mr. Wilson traveled to South Africa to conduct an on-site visit of MiX Telematics’ business. During this time, Mr. Joselowitz and key staff and regional leaders of MiX Telematics held in-person meetings at MiX Telematics’ offices in South Africa with Mr. Towe and Mr. Wilson to discuss MiX Telematics’ business and its South African operations. Following this trip to South Africa, Mr. Towe and Mr. Joselowitz agreed that Olshan would prepare an initial draft of a definitive agreement for the proposed business combination, and members of Powerfleet management began the process of engaging South African legal counsel.

 

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On July 26, 2023 and July 28, 2023, the Powerfleet compensation committee held meetings attended by Mr. Brodsky and representatives of Olshan. During these meetings, the Powerfleet compensation committee discussed the treatment of Powerfleet’s outstanding equity awards in connection with the proposed business combination with MiX Telematics, including, among other things, the structure of the transaction as an effective change of control of Powerfleet, the dilutive impact of out-of-the-money option awards given the contemplated post-closing ownership structure of the combined company, the efforts and contributions of Powerfleet’s senior leadership team toward negotiating and consummating the proposed transactions, overall employee retention and employee morale, and the advice of Korn Ferry, Powerfleet’s independent compensation consultant, with respect to chief executive officer compensation. The Powerfleet compensation committee also discussed with representatives of Olshan its authority under Powerfleet’s equity incentive plans and relevant Delaware law considerations.

 

During August and early September 2023, Powerfleet management had various preliminary discussions with representatives of Abry Partners regarding a potential rollover of a portion of the Series A preferred stock, all of which is held by affiliates of Abry Partners, into an alternative, subordinated debt instrument. Since such preliminary discussions, Powerfleet management and representatives of Abry Partners, together with their respective counsel, have had additional communications regarding the potential terms of such an alternative instrument. During these communications, Abry Partners advised Powerfleet management that notwithstanding any of their preliminary discussions, it expects to be redeemed in full in cash and that it is not agreeing or committing to agree to (or to engage in any negotiations for) any partial redemption or rollover.

 

Additionally, in August 2023, members of the Powerfleet and MiX Telematics management teams commenced outreach to various lenders, including certain existing lenders of Powerfleet and MiX Telematics, regarding potential debt financing in connection with the transactions. During such time, the Powerfleet board was kept apprised of the key communications with such lenders. In September 2023, Powerfleet engaged the UK office of Deloitte LLP (“Deloitte UK”) to provide certain advisory services in connection with a potential debt financing. Powerfleet has since engaged in various diligence discussions with potential lenders, some of which have provided preliminary indications of interest on the terms of a potential debt financing.

 

On August 2, 2023, representatives of Powerfleet and MiX Telematics held an in-person diligence meeting in the United Kingdom to discuss both companies’ European presence, customers and operations.

 

On August 3, 2023, after having considered several firms, Powerfleet engaged Webber Wentzel to act as its legal counsel on South African legal matters in connection with the proposed transactions.

 

On August 4, 2023, representatives of Olshan shared an initial draft of the implementation agreement with Powerfleet management and representatives of Webber Wentzel. From August 4, 2023 to August 10, 2023, representatives of Olshan exchanged emails and held meetings with Powerfleet management and representatives of Webber Wentzel relating to the terms of the implementation agreement and the proposed transaction structure under South African laws, including the need to have the proposed transactions structured as a scheme of arrangement under the Companies Act.

 

On August 7, 2023, the Powerfleet board held a meeting attended by Powerfleet management and representatives of Olshan. During the meeting, Powerfleet management presented to the Powerfleet board regarding business updates for the second quarter and a review of the second quarter financials. Following this presentation, Powerfleet management gave the Powerfleet board an update since the last meeting of the Powerfleet board on the proposed business combination with MiX Telematics.

 

On August 8, 2023, representatives of Olshan held a meeting with representatives of DLA to discuss the implementation agreement, including the transaction structure, key issues, timing considerations and South African legal aspects of the proposed transactions, as well as the due diligence process.

 

On August 10, 2023, representatives of Olshan sent an initial draft of the implementation agreement to representatives of DLA, and Powerfleet management simultaneously sent the initial draft of the implementation agreement to MiX Telematics management.

 

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On August 16, 2023, Powerfleet management held a diligence meeting with MiX Telematics management. During the meeting, the parties discussed progress and outstanding items on diligence, timing on next steps for diligence and alignment on expected outcomes of upcoming diligence meetings between Powerfleet and MiX Telematics. After this diligence discussion, members of both companies’ management discussed key terms of the implementation agreement and the timeline to signing of the implementation agreement, and Powerfleet management provided MiX Telematics management with an update on potential financing sources and the status of discussions with such sources.

 

On August 17, 2023, representatives of DLA sent to representatives of Olshan comments to the implementation agreement.

 

On August 18, 2023, Powerfleet management held diligence sessions with MiX Telematics management. During this meeting, Powerfleet management and MiX Telematics management provided an overview of their respective products and technology, including technology teams, platform architectures, research and development functions, manufacturing operations and partners, and supply chain and logistics. Thereafter, members of each company’s management team fielded questions from members of the other company’s management team relating to such products and technology.

 

On August 19, 2023, Webber Wentzel held a meeting with Java Capital to discuss the implementation agreement, in particular the mechanics of the scheme and the provisions in the implementation agreement relating to South African law, as well as regulatory approvals required to be obtained in connection with the proposed transactions. During the discussion, both parties agreed to work on the provisions relating to the mechanics of the scheme in a separate rider (the “scheme rider”) while the remainder of the implementation agreement would be handled by representatives of Olshan and DLA, with the understanding that the scheme rider would ultimately be incorporated into the implementation agreement closer to finalization.

 

During the period between August 20, 2023 and August 26, 2023, Powerfleet management and MiX Telematics management held in-person meetings at MiX Telematics’ offices in Boca Raton, Florida. Concurrently, the companies and their respective representatives continued conducting reciprocal legal, financial and commercial due diligence. Members of both companies’ management teams discussed synergistic and EBITDA-creation opportunities, and the prospects, for the combined company.

 

On August 23, 2023, Powerfleet management held meetings with MiX Telematics management. During these meetings, Powerfleet management and MiX Telematics management discussed the proposed business combination. Discussions began with outstanding issues relating to the implementation agreement. Members of both companies’ management teams agreed in principle to the following: (i) Powerfleet would pursue the Powerfleet secondary listing; (ii) the Series A preferred stock would be redeemed in full in cash prior to or simultaneously with the closing of the transactions; (iii) the parties would endeavor to obtain financing sufficient for such redemption in full in cash of the Series A preferred stock as well as for working capital and general corporate purposes of the combined company; (iv) such financing may consist of debt and/or equity; and (v) the break fee would be limited to 1% of the value of the scheme consideration due to restrictions under South African law. Members of both companies’ management teams also agreed to continue discussions relating to certain other key provisions, including, among others, board composition of the combined company and repayment of MiX Telematics’ indebtedness.

 

Following the discussion of the outstanding issues, members of both companies’ management teams discussed the timeline to signing of the implementation agreement, as well as communications in connection with the transaction process. Members of both companies’ management teams agreed to work toward an announcement of the signing of the implementation agreement by the end of September. The meeting concluded with a discussion on the status of potential financing options in connection with the transactions.

 

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On August 24, 2023, Powerfleet management and representatives of Olshan exchanged emails relating to the implementation agreement and the discussions held between Powerfleet management and MiX Telematics management on August 23, 2023. Following these exchanges, representatives of Olshan sent a revised draft of the implementation agreement to representatives of DLA.

 

On August 29, 2023, representatives of Webber Wentzel sent a draft of the scheme rider to representatives of Java Capital.

 

From August 7, 2023 to August 30, 2023, the Powerfleet board was kept apprised of the key communications between Powerfleet and MiX Telematics.

 

On August 30, 2023, the Powerfleet board held a meeting attended by Powerfleet management and representatives of Olshan. During the meeting, Powerfleet management provided the Powerfleet board with an update regarding the proposed transactions with MiX Telematics, including the status of the proposed business combination, progress with potential financing sources, management’s views as to the respective valuations of Powerfleet and MiX Telematics, an update on expected synergies and cost savings, status of the implementation agreement, timing of transaction announcement, and status and timing of due diligence.

 

On the same day, Powerfleet management held a meeting with MiX Telematics management to discuss potential opportunities for synergies for the combined company. Shortly thereafter, representatives of Java Capital sent to representatives of Webber Wentzel comments to the scheme rider.

 

On August 31, 2023, representatives of Java Capital sent to representatives of Webber Wentzel additional comments to the scheme rider. On the same day, representatives of Olshan and DLA held a meeting to discuss terms of the implementation agreement and timing of the proposed transactions. Additionally, Powerfleet management and representatives of William Blair and Olshan held meetings to discuss the preparation of disclosure schedules and outstanding diligence items.

 

Additionally, on August 31, 2023, MiX Telematics management provided the MiX independent board with a brief update regarding the progress of the proposed transaction.

 

On September 1, 2023, representatives of DLA sent to representatives of Olshan comments to the implementation agreement. Additionally, members of both companies’ management teams discussed additional exchanges of technology and product information and held diligence discussions with respect to litigation and facilities.

 

On September 4, 2023, Powerfleet management held a diligence meeting with MiX Telematics management. During this meeting, Powerfleet management provided an overview of Movingdots GmbH, a wholly owned subsidiary of Powerfleet (“Movingdots”), which Powerfleet acquired in March 2023, as well as Movingdots’ proposed role within the business of the combined company.

 

On September 5, 2023, the MiX independent board considered proposals from four potential independent experts for purposes of providing an assessment as to whether the transaction constituted a “fair and reasonable” transaction as per South African regulations before selecting BDO as its independent expert.

 

On September 6, 2023, representatives of William Blair and Raymond James held a diligence meeting attended by Powerfleet management and MiX Telematics management. During this meeting, members of both companies’ management teams discussed a variety of diligence topics.

 

On September 6, 2023 and September 7, 2023, representatives of Olshan exchanged emails with representatives of DLA regarding certain key terms of the implementation agreement, including the timing of financing and other closing conditions of the proposed transactions in view of South African regulatory requirements.

 

On September 7, 2023, the Powerfleet board held a meeting attended by Powerfleet management and representatives of Olshan and Deloitte UK. During the meeting, representatives of