BOS Issues an Important Message to its Shareholders
April 01 2019 - 8:30AM
B.O.S. Better Online Solutions Ltd. ("BOS" or the "Company")
(NASDAQ: BOSC), a leading Israeli integrator of RFID and Mobile
solutions and a global provider of Supply Chain solutions to
enterprises, today issued the following important message to its
shareholders:
Dear Shareholders,
The voting for the BOS' special meeting of shareholders will
continue through the end of business on Tuesday, April 9, 2019.
Your vote AGAINST Resolution 1 and Resolution 2 is extremely
important to block Pure Capital’s demand for the removal of the
Company’s current board of directors and appointment of Pure
Capital's nominees. All BOS shareholders at March 13, 2019, the
record date, are eligible to participate in the voting.
Importantly, the leading independent proxy advisory firm,
Institutional Shareholder Services (ISS) has recommended* that the
shareholders vote AGAINST the Pure Capital proposals.
According to the ISS report: “We note that the few paragraphs in
its (Pure Capital’s) position statement are far from case for
change. Based on lack of a detailed rationale, a vote AGAINST
the dissident proposals is warranted.”
ISS came to this conclusion following an independent review of
the Pure Capital’s position statement and BOS’ public filling.
BOS believes that the Pure Capital’s demands are unfounded also
given the conclusive evidence of the achievements of BOS’
management and its board of directors, including:
- Effective Execution of a Growth Plan through Strategic
Acquisitions:• A definitive agreement to
purchase the assets of Imdecol Ltd. was signed on March 20,
2019.• An acquisition of iDnext Ltd. and Next-Line Ltd. was
completed in 2016.
- Revenue CAGR of 8.5% and Net Income
CAGR of 44% during the past 3 years.
- Reduction in Net Debt to $600,000 in 2018 from
$14 million in 2009.
- Improvement in Net Income to $1 million in
2018 as compared to a net loss of $9 million in 2009.
*Permission neither sought nor obtained from ISS.
BOS' board of directors recommends that you vote AGAINST
the two resolutions on the agenda:
- A VOTE AGAINST RESOLUTION NUMBER 1: removal of current
board of directors(check all of
the boxes in the “Against” column).
- A VOTE AGAINST RESOLUTION NUMBER 2: appointment of Pure
Capital’s nominees (check all of
the boxes in the “Against” column).
If you have not received voting materials, please
contact your broker/bank to get the voting forms and return your
vote to your Bank/Broker as soon as possible.
For any questions or further information, please
contact:
John Glenn
GrauInvestorComDirect (203) 295-7841Mobile (646)
242-0410jgrau@investor-com.com |
Eyal Cohen, Co-CEO &
CFO B.O.S. Better Online Solutions Ltd. +972-542525925
eyalc@boscom.com |
About BOS
B.O.S. Better Online Solutions Ltd. (BOSC) is a
leading Israeli provider of RFID and Mobile solutions and a global
provider of Supply Chain solutions to enterprises. BOS' RFID and
Mobile division offers both turnkey integration services as well as
stand-alone products, including best-of-breed RFID and AIDC
hardware and communications equipment, BOS middleware and
industry-specific software applications. The Company's Supply Chain
division provides electronic components consolidation services to
the aerospace, defense, medical and telecommunications industries
as well as to enterprise customers worldwide. For more information,
please visit: www.boscorporate.com.
Safe Harbor Regarding Forward-Looking
Statements
The forward-looking statements contained herein reflect
management's current views with respect to future events and
financial performance. These forward-looking statements are subject
to certain risks and uncertainties that could cause the actual
results to differ materially from those in the forward-looking
statements, all of which are difficult to predict and many of which
are beyond the control of BOS. These risk factors and
uncertainties include, amongst others, the dependency of sales
being generated from one or few major customers, the uncertainty of
BOS being able to maintain current gross profit margins, inability
to keep up or ahead of technology and to succeed in a highly
competitive industry, inability to maintain marketing and
distribution arrangements and to expand our overseas markets,
uncertainty with respect to the prospects of legal claims against
BOS, the effect of exchange rate fluctuations, general worldwide
economic conditions and continued availability of financing for
working capital purposes and to refinance outstanding indebtedness;
risks associated with completing and successfully integrating an
acquisition with BOS’ existing business; and additional risks and
uncertainties detailed in BOS' periodic reports and registration
statements filed with the U.S. Securities and Exchange Commission.
BOS undertakes no obligation to publicly update or revise any such
forward-looking statements to reflect any change in its
expectations or in events, conditions or circumstances on which any
such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the
forward-looking statements.
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