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DawgTrading

02/09/23 9:59 AM

#1731 RE: Coniba #1730

Hey Coniba, they did a Forward Triangular merger for tax implications, which made it a tax-free merger transaction. Also this way avoids the steep fees to pay to uplist on its own.

With that said, TMNA wouldnt be able to pay the tax fees considering they had no/very little global currency to do so going it alone, and only had Naira value.

Also MICT wouldnt be able to pay the exorbitant taxes on behalf of TMNA if they did a reverse merger.

So they MICT and TMNA avoided any taxes in this merger, as well as a lot of the FINRA/SEC fees to uplist alone.

As far as why they chose MICT, those are other questions, but MICT engaged TMNA for this merger opportunity. TMNA saw it as a quick cheap way to dollarize their business and get ready for global expansion.

Hope that explanation helps.

Here is a good read (it hurts the brain to read this accounting garbledegook), but still allowed me to understand the forward triangular merger and why they chose it.

https://www.sullivanlaw.com/assets/htmldocuments/Article-WTE-Forward-Triangular-Merger-A-Not-So-Straight-Forward-Transaction-August-2009-GT-46541385-B1594140.pdf