via NetworkWire -- Net Element, Inc. (NASDAQ:
NETE) (“Net Element” or the
“Company”) today announced the execution of a definitive agreement
to merge with privately-held Mullen Technologies, Inc. (“Mullen”),
a Southern California-based electric vehicle company, in a
stock-for-stock reverse merger in which Mullen’s stockholders will
receive a majority of the outstanding stock in the post-merger
Company.
Highlighted Terms of the Definitive
Merger Agreement:
Under the terms of the agreement, Net Element’s
wholly owned, newly formed subsidiary will acquire all the
outstanding shares of Mullen. Upon completion of the merger,
Net Element shareholders will own 15% and Mullen shareholders will
own 85% of the issued and outstanding shares of the combined
Company. Net Element has the right to acquire up to an
additional 6.7% of the combined Company depending on the amount of
loans from Net Element to Mullen prior to closing.
Immediately prior to completion of the merger,
Net Element will, subject to Net Element's stockholders' approval,
divest itself of its payments-processing business and
portfolio. The completion of the merger is subject to
shareholder and NASDAQ approval, as well as other conditions
referenced in the merger agreement. Upon closing of the
merger, Net Element’s current management team and board of
directors will resign and be replaced by a management team led by
David Michery, Mullen’s founder, chairman and chief executive
officer and the Mullen-nominated board of directors. The
Company has obtained a fairness opinion satisfactory to its board
of directors, and each company’s board of directors has approved
the execution of the merger agreement. Mullen’s shareholders
have approved the execution of the merger agreement and the
transactions contemplated in such agreement.
Additional details regarding the merger,
including the complete merger agreement, may be found in Net
Element's report on Form 8-K, which was filed with the Securities
and Exchange Commission (SEC) today, August 5th, 2020, and may be
obtained from the SEC website at
https://sec.report/CIK/0001499961.
“Our team at Mullen Technologies is very proud
to take the next step in completing this acquisition of Net
Element," stated David Michery, CEO and Founder of Mullen
Technologies,Inc. "Mullen is dedicated to the development of
environmentally friendly, affordable technology that will bring
energy solutions to consumer products and communities in the near
future. This acquisition provides the resources that Mullen
can utilize to execute on its business model to integrate
state-of-the-art, clean-battery technology into personal and
commercial vehicles, and eventually sustainable, reusable battery
technology into everyday consumer products.”
Founded in 2014, Mullen, through ICI
(Independent Commercial Importers), expects to launch the Dragonfly
K50, a luxury sports car, in the first half of 2021. Mullen
currently operates seven retail locations throughout California, as
well as one in Arizona. Several national and local events,
from the Los Angeles Auto Show to the New York International Auto
Show, have showcased Mullen automobiles and concept cars.
Mullen’s Dragonfly K50 won the Governor’s Choice Award at the 2019
Balboa Bay Club’s Classic Auto Show.
“We are excited to move forward with the
proposed merger with Mullen Technologies. We are confident that
this transaction will increase shareholder value in the long term,”
commented Oleg Firer, executive chairman of Net Element.
About Mullen
Technologies:Mullen Technologies is a Southern
California-based licensed electric vehicle manufacturer with
international distribution that operates in various verticals of
businesses focusing in the automotive industry: Mullen Automotive,
Mullen Energy, Mullen Auto Sales, Mullen Funding Corp., and CarHub.
Each of these divisions provide Mullen with diversity of different
products and services within the automotive industry.
For more information, please visit:
www.MullenUSA.com.
About Net ElementNet Element,
Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional
and value-added services platform for small to medium enterprise
("SME") in the U.S. and selected emerging markets. In the U.S., the
Company aims to grow transactional revenue by innovating SME
productivity services using blockchain technology solutions and
Aptito, its cloud-based, restaurant and retail point-of-sale
solution. Internationally, Net Element's strategy is to leverage
its omni-channel platform to deliver flexible offerings to emerging
markets with diverse banking, regulatory and demographic
conditions. Net Element was ranked as one of the fastest growing
companies in North America on Deloitte's 2017 Technology Fast
500™. In 2017, Net Element was recognized by South Florida
Business Journal as one of 2016's fastest-growing technology
companies.
For more information, please visit:
www.NetElement.com.
Forward-Looking
StatementsSecurities Exchange Act of 1934, as amended. Any
statements contained in this press release that are not statements
of historical fact may be deemed forward-looking statements. Words
such as "continue," "will," "may," "could," "should," "expect,"
"expected," "plans," "intend," "anticipate," "believe," "estimate,"
"predict," "potential," and similar expressions are intended to
identify such forward-looking statements. All forward-looking
statements involve significant risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements, many of which are
generally outside the control of Net Element and are difficult to
predict. Examples of such risks and uncertainties include but are
not limited to whether shareholders of the Company will vote to
approve the merger and other transactions contemplated in the
merger agreement that require Net Element’s shareholders’ approval,
whether regulatory approvals to the contemplated transaction will
be received and whether all other conditions precedent to the
transaction referenced in the merger agreement will materialize.
Additional examples of such risks and uncertainties include,
but are not limited to (i) Net Element's ability (or inability) to
obtain additional financing in sufficient amounts or on acceptable
terms when needed, including as required in one of the closing
conditions of the merger agreement, and the risk of dilution to Net
Element’s shareholders as a result of the transactions (including
obtaining additional financing) contemplated in the merger
agreement; (ii) Net Element's ability to maintain existing, and
secure additional, contracts with users of its payment processing
services; (iii) Net Element's ability to successfully expand in
existing markets and enter new markets; (iv) Net Element's ability
to successfully manage and integrate any acquisitions of
businesses, solutions or technologies; (v) unanticipated operating
costs, transaction costs and actual or contingent liabilities; (vi)
the ability to attract and retain qualified employees and key
personnel; (vii) adverse effects of increased competition on Net
Element's business; (viii) changes in government licensing and
regulation that may adversely affect Net Element's business; (ix)
the risk that changes in consumer behavior could adversely affect
Net Element's business; (x) Net Element's ability to protect its
intellectual property; (xi) local, industry and general business
and economic conditions; and (xii) adverse effects of potentially
deteriorating U.S.-Russia relations, including, without limitation,
over a conflict related to Ukraine, including a risk of further
U.S. government sanctions or other legal restrictions on U.S.
businesses doing business in Russia. Additional factors that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements can be found in the most
recent annual report on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K filed by Net Element with the
Securities and Exchange Commission. Net Element anticipates that
subsequent events and developments may cause its plans, intentions
and expectations to change. Net Element assumes no obligation, and
it specifically disclaims any intention or obligation, to update
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by law.
Contact:Net Element, Inc.+1
(786) 923-0502www.netelement.comMedia@NetElement.com
Corporate
Communications:InvestorBrandNetwork (IBN)Los Angeles,
Californiawww.InvestorBrandNetwork.com310.299.1717
OfficeEditor@InvestorBrandNetwork.com
Net Element (NASDAQ:NETE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Net Element (NASDAQ:NETE)
Historical Stock Chart
From Apr 2023 to Apr 2024