Net Element Releases Letter to Shareholders
August 19 2020 - 10:00AM
via NetworkWire -- Net Element, Inc. (NASDAQ:
NETE) (“Net Element” or the “Company”), a global
technology and value-added solutions group that supports electronic
payments acceptance in a multi-channel environment including
point-of-sale (“POS”), today issues the following letter to
shareholders.
Dear Fellow Shareholders,
We hope you and your loved ones remain safe and
healthy during this COVID pandemic. We continue working
diligently on the pending merger with Mullen Technologies and we
have taken steps to reduce operating expenses related to our
payments processing business as we go through the process
contemplated by the Merger Agreement.
Since announcing the contemplated merger, we
have received a number of inquiries from shareholders requesting
clarification regarding the expected number of shares that will be
outstanding at closing if the pending merger with Mullen were to be
approved. The Merger Agreement provides for a cap of 75
million outstanding shares at the closing of the transaction which
cannot be exceeded without both parties’ approval; however, this is
a maximum number and there is no way of knowing the actual number
of shares that will be outstanding at that time. By way of example
only, if the share price on the transaction closing date is the
same as the closing price on August 18, 2020, the Company
anticipates that the number of shares outstanding at closing will
be approximately 50 million. If the share price on the
transaction closing date is less than the closing price on August
18, 2020, the Company anticipates that the number of shares
outstanding at closing will be greater than 50 million but subject
to the 75 million share cap.
After Mullen’s completion and delivery to the
Company of its audited financial statements, the Company intends to
prepare and file with the SEC a registration statement on Form S-4
(together with all amendments thereto, the “Registration
Statement”) in which the proxy statement will be included as a part
of the prospectus, in connection with the registration under the
Securities Act of the shares of the Company to be issued in
connection with the transactions contemplated in the Merger
Agreement.
Consummation of the merger, the divestiture, the
private placement and the other transactions contemplated in the
Merger Agreement, are subject to customary conditions including,
among others, regulatory approvals and the approval of the
Company’s stockholders.
Additional details regarding the merger,
including the complete Merger Agreement, may be found in Net
Element's report on Form 8-K, which was filed with the Securities
and Exchange Commission (SEC) on Aug. 5, 2020, and may be obtained
from the SEC website at https://sec.report/CIK/0001499961.
Sincerely,
Oleg FirerExecutive Chairman Chief Executive
OfficerNet Element, Inc.
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 various technology solutions and
Aptito, the Company’s cloud-based, restaurant and retail
point-of-sale solution. Internationally, Net Element's strategy is
to leverage its omni-channel platform to deliver flexible offerings
to emerging markets with diverse banking, regulatory and
demographic conditions. Net Element was ranked as one of the
fastest growing companies in North America on Deloitte's 2017 and
2018 Technology Fast 500™. In 2017, the Company was recognized by
South Florida Business Journal as one of 2016's fastest-growing
technology companies. Further information is available at
www.NetElement.com.
Forward-Looking
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. An example of such risk and uncertainty is whether the
conditions precedent to merger with Mullen Technologies will be
met, whether the contemplated merger will be consummated and if so,
whether shareholders of the Company will realize any benefit from
the merger, and what the total number of outstanding shares of the
Company will be on the closing date of the transaction. Additional
examples of such risks and uncertainties include but are not
limited to (i) Net Element's ability (or inability) to obtain
additional financing in sufficient amounts or on acceptable terms
when needed; (ii) Net Element's ability to maintain existing, and
secure additional, contracts with users of its payment processing
services; (iii) Net Element's ability to successfully expand in
existing markets and enter new markets; (iv) Net Element's ability
to successfully manage and integrate any acquisitions of
businesses, solutions or technologies; (v) unanticipated operating
costs, transaction costs and actual or contingent liabilities; (vi)
the ability to attract and retain qualified employees and key
personnel; (vii) adverse effects of increased competition on Net
Element's business; (viii) changes in government licensing and
regulation that may adversely affect Net Element's business; (ix)
the risk that changes in consumer behavior could adversely affect
Net Element's business; (x) Net Element's ability to protect its
intellectual property; (xi) local, industry and general business
and economic conditions; and (xii) adverse effects of potentially
deteriorating U.S.-Russia relations, including, without limitation,
over a conflict related to Ukraine, including a risk of further
U.S. government sanctions or other legal restrictions on U.S.
businesses doing business in Russia. Additional factors that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements can be found in the most
recent annual report on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K filed by Net Element with the
Securities and Exchange Commission. Net Element anticipates that
subsequent events and developments may cause its plans, intentions
and expectations to change. Net Element assumes no obligation, and
it specifically disclaims any intention or obligation, to update
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by law.
Contact:Net Element, Inc.+1
(786) 923-0502www.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