Cuentas signs LOI to acquire WHEN Group

Cuentas signed a letter of intent to acquire control of WHEN Group, pending Nasdaq and shareholder approval and other specified conditions, through a share exchange with WHEN’s principal shareholder, leaving Cuentas uniquely debt-free and well positioned to grow its mobile and FinTech lines. The WHEN Group was founded by Israeli engineers and international professionals with deep background in Cyber security and data threat remediation in both government and private sectors. From business and personal privacy to fin-tech security, WHEN has been developing solutions that utilize advanced pattern recognition and AI to create a security screening environment that can detect and defend against a range of threats and attacks on telecom, banking, and other communication infrastructure. Upon closing of the acquisition, Cuentas intends to begin integrating WHEN’s portfolio of Cyber Security solutions into the Cuentas Mobile Platform as well as offering WHEN’s advanced solutions to Cuentas’ fintech partners. Cuentas’ Management has been working with WHEN to identify immediate opportunities to provide WHEN solutions not only to the CUENTAS mobile platform, but also to the businesses and industries that Cuentas serves in the U.S. and around the world. Additionally, the parties are planning on deploying WHEN’s proprietary software to protect families concerned with external cyber threats at home, enabling the monitoring of a child and his environmental behavioral patterns that will alert parents to potential tragedies caused by cyberbullying, pedophiles, other predators, and depression / state of mind. In consideration of the acquisition of the 75% stake in WHEN, Cuentas will issue to UCG, Inc. the principal shareholder of WHEN, such number of common shares of CUEN which will represent on the date of issuance 50% of Cuentas’ issued and outstanding capital, in exchange for UCG’s stake in WHEN. Subject to the terms of the agreement, WHEN Group management, including Major Gen. Danny Yatom, a former Director of Israeli Mossad, and current President of WHEN, and Giora Rosensweig, CEO with major experience in cyber security and artificial intelligence, will be joining the Cuentas Board of Directors and Executive Management. While the companies will initially continue to operate independently, management from both teams believe the synergies between the companies can pave the way to even deeper relationships. Cuentas’ Board of Directors has approved the transaction and the Companies expect to complete the transaction this year. The closing is contingent on several factors, including without limitation, the approval of Nasdaq and the shareholders of Cuentas approving the transaction.