USA Technologies Responds To Hudson Executive Capital’s Invalid Attempt to Seize Control of the Company Through a Special Meeting
Summary
MALVERN, Pa.--(BUSINESS WIRE)--USA Technologies, Inc. (OTC: USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today announced that the USAT Board of Directors, in consultation with legal counsel, has determined that Hudson Executive Capital LP’s (“Hudson”) announced solicitation to call a special meeting of shareholders is invalid under the Company’s bylaws. In addition, USAT has regained compliance with its financial reporting obligations and significantly strengthened its corporate governance, while also implementing a series of measures to bring USAT’s oversight and control functions in line with best practices. To further its effort to take control of the Company without payment of a premium to USAT shareholders, Hudson recently announced a complex plan to replace eight Board members with a slate of nominees that includes three candidates who formerly worked for JPMorgan Chase & Co., where Hudson’s Founder and Managing Partner Douglas Braunstein served in a number of roles. Following careful review of Hudson’s preliminary consent solicitation materials, and in consultation with our legal counsel, the Board has concluded that Hudson’s plan is invalid under USAT’s bylaws, which expressly prohibit the calling of special meetings for the purpose of removing directors. As a result, customers ranging from vending machine companies, to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.