PowerFleet and MiX Telematics announce business combination

PowerFleet (PWFL) and MiX Telematics (MIXT) have entered into a definitive agreement to form a mobile asset Internet of Things Software-as-a-Service provider. This combination will form a scaled, global entity focused on solving mission-critical business challenges including safety and risk management, compliance, sustainability, and operational efficiency. The combined business will have a total revenue of $279M, including $210M in recurring high-margin SaaS revenue and $39M of adjusted EBITDA for the twelve-month period ended June 30, 2023. The transaction is expected to close in 1Q24. Upon close, the combined business will be branded as Powerfleet, with its primary listing on Nasdaq. With a combined base of approximately 1.7 million subscribers following the transaction, the joint entity is expected to achieve significant scale. MiX shareholders will exchange 100% of their outstanding MiX ordinary shares for consideration consisting of Powerfleet common shares, payable at closing. The number of Powerfleet common shares to be issued as consideration will be based on a post-transaction ownership structure, whereby current MiX shareholders will own approximately 65%, and current Powerfleet shareholders will own approximately 35% of the combined entity immediately following the closing of the transaction. Powerfleet and MiX are positioned to secure $75M in incremental debt which the companies anticipate will be fully executed at or before close. The proceeds from the refinancing of the combined company’s balance sheet will be used to redeem in full the outstanding convertible preferred stock held by affiliates of Abry Partners. 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.