PowerFleet, Inc. (NasdaqGM:PWFL) executed Memorandum of Understanding to acquire MiX Telematics Limited (JSE:MIX) from ABRY Senior Equity V, L.P. and ABRY Senior Equity VI, L.P., managed by ABRY Partners, LLC and others for $18.7 million on July 20, 2023. MiX Telematics Limited entered into a definitive agreement to acquire PowerFleet, Inc. from ABRY Senior Equity V, L.P. and ABRY Senior Equity VI, L.P., managed by ABRY Partners, LLC and others in a reverse merger transaction on October 10, 2023. Pursuant to the agreement, PowerFleet will acquire all of MiX?s issued ordinary share in exchange for 0.12762 newly issued shares of PowerFleet common stock per share and in the case of holders of MiX American Depositary Shares (?MiX ADSs?), 3.19056 shares of PowerFleet Common Stock for each MiX ADS. MiX shareholders will own approximately 65.5% and current PowerFleet shareholders will own approximately 34.5% of the combined entity immediately following the closing of the transaction. Upon close, the combined business will be branded as PowerFleet, with its primary listing on Nasdaq. In case of termination of the transaction under certain specified circumstances, each party would be required to pay the other party a termination fee of $1.5 million or an amount equal to 1% of the value of the transaction consideration shares. Following the transaction, Steve Towe will remain CEO of PowerFleet and David Wilson will remain CFO. Stefan Joselowitz, current CEO of MiX, will be retiring. A new board of directors of PowerFleet will be formed. Michael Brodsky will be Chairman. Steve Towe will be on the board. Ian Jacobs, MiX Telematics? current Chairman, will be joining the board. MiX will appoint one additional board member and further board member appointments will be made by mutual consent.

The closing of the transaction is subject to customary conditions, including effectiveness of a registration statement on Form S-4 relating to the Transactions, approval by the JSE, of a prospectus to be issued in South Africa relating to the Transactions, receipt of required regulatory approvals, including the issuance by the South African Takeover Regulation Panel of a compliance certificate in respect of the Scheme, approval of applicable competition authorities to implement the transaction, approval of the JSE with respect to the transaction and the delisting of MiX Ordinary Shares from the JSE, and approval of the South African Reserve Bank as required under South African Exchange Control Regulations in respect of the Scheme, receipt of approvals of applicable regulatory authorities for distribution of a scheme circular to MiX Telematics? shareholders, approval for listing on Nasdaq and the JSE of the transaction consideration shares, shareholders exercising appraisal rights, court approval, the transaction should qualify as a ?reorganization? within the meaning of Section 368(a) of the Code, and approval of PowerFleet and MiX shareholders. MiX and PowerFleet boards of directors approved the transaction. Powerfleet and MiX Telematics Shareholders Meetings will be held virtually on Wednesday, February 28, 2024 to Vote on Proposed Business Combination. As of February 28, 2024, Powerfleet and MiX Telematics receive shareholder approval for business combination. Registration Statement on Form S-4 declared effective by the SEC on January 24, 2024. The transaction is expected to close in the first quarter of calendar year 2024. The transaction is expected to close the first week of April 2024, subject to the satisfaction of remaining customary conditions.

William Blair & Company L.L.C. is acting as financial advisor and fairness opinion provider, and Michael Neidell, Honghui Yu, Eduardo Cukier, K.C. Chiang, Mary Grieco Michael Passarella and Stephen Ferszt of Olshan Frome Wolosky LLP and Webber Wentzel are acting as legal advisors to PowerFleet. Raymond James and Java Capital are acting as financial advisors to MiX, and Marjorie S. Adams and Sidney Burke of DLA Piper LLP (US) and Java Capital are acting as legal advisors to MiX Telematics. BDO Corporate Finance Proprietary Limited is fairness opinion provider to MiX. D.F. King & Co., Inc acted as proxy solicitor to Powerfleet, and will receive a fee of approximately $10,500. Computershare Investor Services (Proprietary) Limited acted as transfer agent for MiX Telematics. A fairness opinion fee of $750,000 became payable to William Blair upon delivery of its fairness opinion, with a retainer fee of $0.25 million. A fee of approximately $3,000,000 will become payable to William Blair upon the consummation of the transaction, out of which, one-half of the fairness opinion fee and the entirety of the retainer fee are creditable against and will reduce the fee payable to William Blair upon the consummation of the transaction. MiX has agreed to pay BDO a fee of $76,270 (ZAR 1,450,000) for the independent valuation services rendered in connection with the transaction.