Filed
by PowerFleet, Inc.
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-2
under
the Securities Exchange Act of 1934
Subject
Company: MiX Telematics Limited
Commission
File No. 001-36027
Powerfleet
and MiX Telematics to Host Joint Investor Day on November 16, 2023
Woodcliff
Lake, NJ — October 30, 2023 – PowerFleet, Inc. (Nasdaq: PWFL) and MiX Telematics Limited (NYSE: MIXT, JSE:
MIX) will host a joint Investor Day with financial analysts and institutional investors on Thursday, November 16 at The InterContinental
New York Barclay hotel in New York, NY. Presentations are scheduled to begin at 2:00 p.m. Eastern time and end at approximately 5:00
p.m. Eastern time.
Powerfleet
and MiX Telematics leadership teams will share the strategic rationale and expected benefits for the previously announced business
combination, which will create one of the largest mobile asset Internet of Things (IoT) Software-as-a-Service (SaaS) providers in the
world. Powerfleet CEO Steve Towe and CFO David Wilson, MiX CEO Stefan Joselowitz and CFO Paul Dell, along with other senior
leaders from the Powerfleet and MiX organizations, will present the vision, integration strategy, growth drivers, go-to-market approach,
Unity platform and AI roadmap, customer success stories, and financial targets for the combined business, followed by a live Q&A.
In-person
attendance is by invitation only. For those who would like to attend the event in-person, please contact respectively Powerfleet’s
investor relations team at PWFL@gateway-grp.com or MiX’s investor relations team at MiXT@gatewayir.com. A live webcast will be available on the investor relations section of each company’s website. A
replay of the webcast will be available shortly after the event concludes.
ABOUT
POWERFLEET
Powerfleet
(Nasdaq: PWFL; TASE: PWFL) is a global leader of internet of things (IoT) software-as-a-service (SaaS) solutions that optimize the performance
of mobile assets and resources to unify business operations. Our data science insights and advanced modular software solutions help drive
digital transformation through our customers’ and partners’ ecosystems to help save lives, time, and money. We help connect
companies, enabling customers and their customers to realize more effective strategies and results. Powerfleet’s tenured and talented
team is at the heart of our approach to partnership and tangible success. The company is headquartered in Woodcliff Lake, New Jersey,
with our Pointer Innovation Center (PIC) in Israel and field offices around the globe. For more information, please visit www.powerfleet.com.
ABOUT
MIX TELEMATICS
MiX
Telematics is a leading global provider of fleet and mobile asset management solutions delivered as SaaS to over 1 million global
subscribers spanning more than 120 countries. The company’s products and services provide enterprise fleets, small fleets, and
consumers with efficiency, safety, compliance, and security solutions. MiX Telematics was founded in 1996 and has offices in South
Africa, the United Kingdom, the United States, Uganda, Brazil, Mexico and Australasia as well as a network of more than 130 fleet
partners worldwide. MiX Telematics shares are publicly traded on the Johannesburg Stock Exchange (“JSE”) (JSE: MIX) and
the New York Stock Exchange (NYSE: MIXT). For more information, visit www.mixtelematics.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s, MiX’s and
the combined business’s actual results may differ from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements.
These
forward-looking statements include, without limitation, the parties’ expectations with respect to their beliefs, plans, goals,
objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial
impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion
of the proposed transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors,
which may cause their actual results, performance or achievements to be materially different from the future results, performance or
achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements
that could be forward-looking statements. Most of these factors are outside the parties’ control and are difficult to predict.
The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the completion of the proposed transaction
in the anticipated timeframe or at all; (ii) the satisfaction of the closing conditions to the proposed transaction including, but not
limited to the ability to obtain approval of the stockholders of Powerfleet and shareholders of MiX and the ability to obtain financing;
(iii) the failure to obtain necessary regulatory approvals; (iv) the ability to realize the anticipated benefits of the proposed transaction;
(v) the ability to successfully integrate the businesses; (vi) disruption from the proposed transaction making it more difficult to maintain
business and operational relationships; (vii) the negative effects of the announcement of the proposed transaction or the consummation
of the proposed transaction on the market price of MiX’s or Powerfleet’s securities; (viii) significant transaction costs
and unknown liabilities; (ix) litigation or regulatory actions related to the proposed transaction; and (x) such other factors as are
set forth in the periodic reports filed by MiX and Powerfleet with the Securities and Exchange Commission (“SEC”), including
but not limited to those described under the heading “Risk Factors” in their annual reports on Form 10-K, quarterly reports
on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements.
The
forward-looking statements included in this press release are made only as of the date of this press release, and except as otherwise
required by applicable securities law, neither MiX nor Powerfleet assumes any obligation nor do they intend to publicly update or revise
any forward-looking statements to reflect subsequent events or circumstances.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the proposed transaction, Powerfleet intends to file with the SEC a registration statement on Form S-4 that will
include a joint proxy statement of Powerfleet and MiX and a prospectus of Powerfleet.
Additionally,
MiX is preparing a scheme circular for MiX shareholders in accordance with the Companies Act of South Africa (including the Companies
Act Regulations, 2011 thereunder) and the JSE Listings Requirements, including a notice of general meeting convening a shareholder meeting
at which MiX shareholders will be asked to vote on the proposed transaction, which, together with the Powerfleet prospectus, will contain
all relevant information for MiX shareholders voting on the proposed transaction. The scheme circular will be issued to MiX shareholders
together with the joint proxy statement and the Powerfleet prospectus. If you hold MiX ordinary shares through an intermediary such as
a broker/dealer or clearing agency, or if you hold MiX ADSs, you should consult with your intermediary or The Bank of New York Mellon,
the depositary for the MiX ADSs, as applicable, about how to obtain information on the MiX shareholder meeting.
After
Powerfleet’s registration statement has been filed and declared effective by the SEC, Powerfleet will send the definitive proxy
statement/prospectus to the Powerfleet shareholders entitled to vote at the meeting relating to the proposed transaction, and MiX will
send the scheme circular, together with the definitive proxy statement and Powerfleet prospectus, to MiX shareholders entitled to vote
at the meeting relating to the proposed transaction. MiX and Powerfleet may file other relevant materials with the SEC in connection
with the proposed transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN), THE SCHEME CIRCULAR AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of these documents
(if and when available) and other documents containing important information about Powerfleet and MiX once such documents are filed with
the SEC through the website maintained by the SEC at www.sec.gov. Powerfleet or MiX make available copies of materials they file with,
or furnish to, the SEC free of charge at https://ir.powerfleet.com and http://investor.mixtelematics.com, respectively.
NO
OFFER OR SOLICITATION
This
communication shall not constitute an offer to buy or sell any securities, or the solicitation of an offer to buy or sell any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PARTICIPANTS
IN THE SOLICITATION
Powerfleet,
MiX and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the
solicitation of proxies from the shareholders of Powerfleet and MiX in connection with the proposed transaction. Securityholders may
obtain information regarding the names, affiliations and interests of Powerfleet’s directors and executive officers in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023, its amended Annual Report
on Form 10-K/A for the year ended December 31, 2022, which was filed with the SEC on May 1, 2023, and its definitive proxy statement
for its 2023 annual meeting of stockholders, which was filed with the SEC on June 21, 2023. Securityholders may obtain information regarding
the names, affiliations and interests of MiX’s directors and executive officers in its Annual Report on Form 10-K for the year
ended March 31, 2023, which was filed with the SEC on June 22, 2023, and its definitive proxy statement for its 2023 annual general meeting
of shareholders, which was filed with the SEC on July 28, 2023. Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors
should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from Powerfleet or MiX using the sources indicated above.
Powerfleet
Investor Contact
Matt
Glover
Gateway
Group, Inc.
PWFL@gateway-grp.com
+1
(949) 574-3860
Powerfleet
Media Contact
Andrea
Hayton
ahayton@powerfleet.com
+1
(610) 401-1999
MiX
Telematics Investor Contact
Cody
Cree
Gateway
Group, Inc.
+1
(949) 574-3860
MIXT@gateway-grp.com
MiX
Telematics Media Contact
Jonathan
Bates
jonathan.bates@mixtelematics.com
+44
7921 242892
MiX Telematics (NYSE:MIXT)
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