The merger will take place by way of a share exchange, Mia Dynamics shareholders will be able to increase their share from 65% to 75% in GODAM shares. Subject to compliance with milestones based on sales performance
GODM. Reports that at the special general meeting convened on Sunday (26/12) the decision was made to merge the company with Mia Dynamics, by way of an exchange of shares. The meeting approved the merger on the entirety of the terms of the transaction and the transactions and related engagements. Completion of the transaction is subject to compliance with a number of conditions precedent.
Following the approval of the merger at the meeting and upon completion of the terms of the transaction, Mia Dynamics will join the Tel Aviv Stock Exchange, by way of a merger with the shell company GDAM. Combining the size and dynamism advantages of two-wheeled transportation, alongside the advantages found in four-wheeled vehicles.
The innovative vehicles developed by Mia Dynamics: scooters, motorcycles and in the future also tiny two-seater vehicles, all electric and with 4 wheels, have significant benefits of safety and accessibility for both beginner and experienced riders, including improving ground / road grip in a variety of terrain conditions such as wet, sandy terrain. Stones and challenging terrain, using a tilt system that allows for improved rack movement. The system developed by the company deals with side slopes while keeping the vehicle base in a balanced position, mitigating the impact of the bumps in a more efficient way that helps the rider maintain stability, even when braking, while distributing loads better.
Mia Dynamics aims to be a significant player in the field of micromobility and lead the definition of a new segment of tiny electric vehicles with a new standard of safety and efficiency alongside a fun and exciting riding experience, with the intention of making Mia Dynamics a leading brand promoting green reality combined with a safer and more exciting riding experience. Mobility. A vehicle that introduces a new standard of safety and efficiency. The company intends to distribute in Israel and around the world the collection of electric and miniature vehicles that carry Mia’s unique fingerprint, the Mia Four scooter, the Mia M. motorcycle and the Mia UR two-seater vehicle. They have the capabilities of a tiny two-wheeled vehicle along with the safety and stability of a four-wheeled vehicle.
Mia Dynamics’ technology development target markets in Israel and around the world are diverse and may include, among others, private and cooperative mobility in the city, the security & military industries, agriculture, logistics, urban shipping, tourism and more. Mia Dynamics expects serial production of its scooters as early as the second quarter of this year, based on a contract with a leading Chinese manufacturer as early as September 2021. Expect the sale of thousands of MIA4 scooter units and revenues in the first year of the merger.
Terms of the merger agreement
Under the terms of the agreement between the companies, approved at the special meeting of GODAM, at the date of completion of the merger transaction, Mia Dynamics’ shareholders will transfer their holdings in Mia shares, which constitute 75% of Mia’s issued and paid-up share capital (in full dilution), against and in exchange for allotment Of 1 ordinary shares of GODAM to the shareholders of Mia, which will be capitalized after their allotment of 65% of the issued and paid-up share capital of GODAM (fully diluted).
The meeting further confirmed that in addition to the consideration by way of allotment of 65% of the shares of Go. enough. If,, the shareholders of Mia Dynamics will be allocated rights to allot further shares of GODAM. This, without additional consideration, is subject to meeting the following milestones: 1. Sales of 500 MIA FOUR units in a million dollars and more within 18 months from the date of completion of the transaction, Go. D.M. May allocate to Mia’s shareholders an additional 5% of the share capital of GODAM. 2. If by the end of 2026 Mia’s cumulative revenue is $ 5 million, or alternatively, Mia will meet the sales target of 50 MiaM motorcycles, GODAM. Allocate to Mia shareholders additional shares that constitute an additional 5% of Go’s share capital. D.M. So the share of Mia shareholders in the body. DM will increase to a total of 75% of the company’s share capital.
In addition, according to an agreement signed between the parties in June 2021, it was stipulated that on the eve of the completion of the transaction, Mia’s shareholders will grant GDM an option to purchase all of Mia’s issued share capital owned and not transferred as part of the transaction (not less than 22% up to 25% % Of Mia’s share capital), at an exercise price of up to $ 50 million (value of $ 200 million per Mia). So if the option is exercised by GODM it will hold between 97% and 100% of Mia’s issued capital. The Lego option. enough. If. It will be redeemable by it for 15 months from the date of completion of the transaction and will expire at the end of the period.
According to the agreement, one of the conditions precedent for the completion of the transaction is the appointments of Reuven Kaplan, who was Psagot’s CEO and Guy Eliyahu as directors of the company, a decision that will be approved by the GDM meeting before the merger transaction is completed by the end of February 2022.
Yaniv Hebron will continue to serve as CEO of GDAM Itzik Calderon, founder and CEO of Mia Dynamics, will be appointed VP of Technology.
Another condition precedent for the completion of the transaction is that on the eve of the completion of the transaction, the shareholders’ equity and the cash balance in GoD’s coffers are equal to or exceed NIS 8 million and Mia will have equity equal to or exceed NIS 8 million.
In order to meet the conditions for the completion of the transaction relating to the cash balance in GODAM’s cash register and equity, as well as in order to allow the resumption of trading in Go shares in the future. DM traded on the Retention List for trading on the main list on the stock exchange, with the intention of the management of GOD. Whether to act in accordance with a prospectus, to raise capital by way of a private placement to classified investors, or by way of issuing rights to the company’s shareholders.
GODM shares will be deleted from trading if the company fails to leave the retention list and return to trading on the main list on the stock exchange by mid-2022.
Mia Dynamics’ goals for the coming years include: International exposure of the 4-wheel electric scooter, Mia4, early sale, production and distribution to customers during 2022, then also MiaM, the 4-wheel electric motorcycle will hit the market and the two-seater MiaUR vehicle will advance.