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Herzog Fox & Neeman Represents ParagonEx in Deal with BNN Technology and MICT Inc.

31 December 2018

Herzog, Fox & Neeman acted for ParagonEx Ltd., a BVI company engaged in development and supply of software platforms and services for online trading in contracts-for-difference and foreign currencies, in a three-way business combination with BNN Technology Plc, a private UK company engaged in development and supply of technology, content and services to distributors of online lottery products in China, and MICT, Inc., a U.S. public company traded on Nasdaq and engaged in development and supply of mobile devices for the commercial mobile resource management (MRM) market.

According to the agreement between the parties, MICT will be acquired by a newly established holding company, Global Fintech Holdings Ltd. (GFH), which will succeed MICT as the Nasdaq-listed company and will then acquire both of BNN and ParagonEx for a combination of cash and stock. The transaction was based on an equity valuation of approximately $165 million for ParagonEx and a total equity valuation of approximately $300 million for the combined business.

Herzog Fox & Neeman’s team was led by Ory Nacht, a partner in the firm’s Corporate Financing and M&A practices, and Daniel Lipman Lowbeer, a partner in the firm’s International Tax Planning Practice, and was supported by a variety of specialists across the firm’s professional departments. The team dealt with all aspects of the transaction including drafting and negotiating the acquisition agreement, registration statement and all their ancillary documents, and advised the company on various corporate, commercial, tax, securities, IP, data protection, employment and employee benefit matters in connection with the transaction. BNN was represented by Ellenoff Grossman & Schole LLP from New York, and MICT by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. from New York.

The closing of the transaction is subject to various conditions which may not necessarily be fulfilled, but it has been made public by MICT through a press release and 8-K filing with the SEC.

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