USA Technologies Board of Directors Issues Statement on Hudson Executive Capital’s Proxy Contest
Urges Shareholders to Protect the Value of
USAT’s Board, its management and its business are fundamentally different from when
The reality is that reinvigoration and change are already taking place at the Company. The Board has acted to ensure that eight of its members will have been appointed since
Like all businesses, USAT is now faced with determining the best path forward given the ongoing economic volatility and uncertainty surrounding COVID-19. Under these conditions, the primary focus of the USAT Board has been to ensure business continuity, empower management to partner with customers and attempt to reach an agreement with HEC to settle the proxy contest.
The Board’s approach to settlement discussions has been to try to reach an agreement that minimizes expense and disruption for the Company at this critical time. It is unfortunate that both ISS and Glass Lewis failed to use their recommendations to persuade HEC that it is time to end the proxy contest it began last year and join the Board in addressing the challenges that the Company faces today.
USAT reminds shareholders that every vote is important, no matter how many or how few shares it represents. The Company urges all shareholders to use the WHITE proxy card to vote “FOR” the election of the Company’s director nominees –
IMPORTANT—PROTECT THE VALUE OF YOUR INVESTMENT!
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE USING THE WHITE PROXY CARD.
WE URGE YOU NOT TO VOTE USING ANY GOLD PROXY CARD YOU MAY HAVE RECEIVED FROM HUDSON EXECUTIVE CAPITAL.
If you have questions or require assistance voting your shares, please call the firm assisting us on this matter:
+ 1 (212) 297-0720 (Main)
+ 1 (877) 566-1922 (Toll-Free)
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this release, including without limitation the business strategy and the plans and objectives of USAT's management for future operations, are forward-looking statements. When used in this release, words such as "anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they relate to USAT or its management, identify forward looking statements. Such forward-looking statements are based on the beliefs of USAT's management, as well as assumptions made by and information currently available to USAT's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to the incurrence by USAT of any unanticipated or unusual non-operational expenses which would require us to divert our cash resources from achieving our business plan; the uncertainties associated with COVID-19, including its effects on USAT’s operations, financial condition, and the demand for USAT’s products and services; uncertainties resulting from, among other things, quarantines of employees, customers, consumers, and suppliers, travel restrictions, reduced consumer spending, and closures of customer locations, manufacturing facilities, warehouses and logistics supply chains, associated with COVID-19; USAT’s ability to efficiently and flexibly manage its business and financial resources amid uncertainties related to COVID-19; uncertainty around the duration of the COVID-19 virus’ impact; whether USAT would realize all or a substantial portion of the anticipated cost savings resulting from the new transaction processing agreement due to unusual or unanticipated causes or events or otherwise; the ability of USAT to retain key customers from whom a significant portion of its revenues is derived; the ability of USAT to compete with its competitors to obtain market share; whether USAT's customers continue to utilize USAT's transaction processing, route scheduling, inventory management, and related services, as our customer agreements are generally cancelable by the customer on thirty to sixty days' notice; the risk associated with the currently pending litigation or possible regulatory action arising from the internal investigation and its findings, from the failure to timely file USAT’s periodic reports with the
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