Filed by WPCS International Incorporated
Pursuant to Rule 425 under the Securities
Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934, as
amended
Subject Company: WPCS International Incorporated
Commission File No.: 001-34643
Toyota
of Manhattan Selects DropCar’s Enterprise Vehicle Service Platform to
Streamline Service Appointments and Deepen Relationships
with Customers
DropCar adds a major Toyota dealer
to its premier automotive roster, which now includes Mercedes of
Manhattan, Lexus of Manhattan, Jaguar and Land Rover of Manhattan,
Manhattan Motorcars with
brands Porsche, Bentley, Lamborghini and Bugatti
NEW YORK, November 7, 2017 (GLOBE NEWSWIRE)
-- DropCar,
Inc. (“DropCar”), a software and logistics provider of cloud- and app-based vehicle support and concierge services
for both the automotive industry and consumers, today announced the entry into a definitive agreement with Toyota of Manhattan
to utilize DropCar’s Enterprise Vehicle Assistance & Logistics technology platform (“VAL”). DropCar’s
VAL platform will enable Toyota of Manhattan’s maintenance and sales teams to provide an entirely new level of service to
their customers by automating the pickup and delivery of vehicles for service and maintenance.
“Our platform enables dealerships to meet the expectations
of today’s time-deprived urban professionals by automating the process of servicing or repairing a car so it happens in the
background to their daily lives,” said Spencer Richardson, co-founder and CEO of DropCar. “Not only is the experience
more convenient for customers, but it also allows dealerships to drive new service revenue that would have otherwise never occurred
or gone elsewhere.”
This new agreement augments DropCar’s expanding enterprise
base of premier automotive customers, which includes a wide range of dealerships operating throughout the Tri-state area (including
Lexus of Manhattan, Jaguar and Land Rover of Manhattan, Mercedes Benz of Manhattan) and other Tier-One automotive original equipment
manufacturers (OEMs). In October, DropCar announced a similar agreement with Manhattan Motorcars, Inc., a dealer of Porsche, Bentley,
Lamborghini, and Bugatti vehicles.
DropCar’s VAL platform coordinates the movements and schedules
of professional valets who transport vehicles to and from dealerships to customer locations, removing the need for a customer to
drive their vehicle in for service. Dealerships access the VAL platform via any browser where they can schedule, track in
real time and report on vehicle movements, repair status and customer feedback. This level of convenience enables dealers to retain
valuable post-sale service contracts and revenue from their customers.
“Toyota owners know that the best service and repair comes
only from the Toyota-certified technicians at Toyota of Manhattan, and our partnership with DropCar now makes it a snap for them
to ensure their vehicle is in the best hands,” said Michael Grau, General Manager of Toyota of Manhattan.
On September 6, 2017, DropCar and
WPCS
International Incorporated
(
NASDAQ
:
WPCS
), entered into a definitive merger agreement whereby DropCar will merge with
a wholly-owned subsidiary of WPCS with the DropCar securityholders receiving approximately
85% of the outstanding shares
of WPCS common stock on a fully-diluted basis.
About DropCar
Founded and launched in New York City in 2015, DropCar offers
its Vehicle Support Platform (VSP), a cloud-based platform and mobile app that help consumers and automotive-related companies
reduce the cost, hassles and inefficiencies of owning a car, or fleet of cars, in urban centers. Its technology platform blends
the efficiency and scale of cloud computing, machine learning and connected cars with the high-touch of highly trained valets
to move cars to/from fully staffed, secure garages to/from the people (or businesses) who own them. Consumers use DropCar’s
mobile app to ease the cost and stress of owning a car in the city.
Dealerships,
leasing companies, OEMs and shared mobility companies use DropCar’s enterprise platform to reduce costs, streamline logistics
and deepen relationships with customers.
More information is available at
www.dropcar.com
.
Media Contact
John Williams, Scoville PR for DropCar
jwilliams@scovillepr.com
(206) 625-0075
* * * * *
Forward-Looking
Statements
This press release contains
“forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided
by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in
this press release regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects,
plans and objectives of management are forward-looking statements. Such statements are based on management’s current expectations
and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking
statements as a result of many factors, including, without limitation, the ability to project future cash utilization and reserves
needed for contingent future liabilities and business operations, the availability of sufficient resources of the combined company
to meet its business objectives and operational requirements and the impact of competitive products and services and technological
changes. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed
as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors
included in WPCS International Incorporated’s (“WPCS”) registration statement on Form S-4, including the proxy
statement/prospectus/information statement therein, WPCS’ most recent Annual Report on Form 10-K, and WPCS’ recent
Quarterly Report on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”).
DropCar and WPCS can give no assurance that the conditions to the transaction will be satisfied. Except as required by applicable
law, DropCar and WPCS undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe
for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the United States Securities
Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained,
the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange,
of any such jurisdiction.
Additional Information and Where to
Find It
In connection with the proposed transaction
between WPCS and DropCar, WPCS has filed relevant materials with the SEC, including a registration statement that contains a proxy
statement and prospectus
but the registration statement has not yet become effective
.
DROPCAR AND WPCS URGE INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DROPCAR, WPCS, THE PROPOSED TRANSACTION AND RELATED MATTERS
. Investors
and shareholders will be able to obtain free copies of the proxy statement, prospectus and other documents filed by WPCS with the
SEC through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain
free copies of the proxy statement, prospectus and other documents filed by WPCS with the SEC by contacting Investor Relations
by mail at
WPCS International Incorporated, 521 Railroad Way, Suisun City, CA 94585,
Attention: Chief Financial Officer
. Investors and stockholders are urged to read the proxy statement, prospectus and
the other relevant materials when they become available before making any voting or investment decision with respect to the proposed
transaction.
Participants in the Solicitation
WPCS and DropCar, and each of their respective directors and
executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation
of proxies in connection with the proposed transaction. Information about WPCS’s directors and executive officers is included
in WPCS’s Annual Report on Form 10-K for the year April 30, 2017, filed with the SEC on July 21, 2017. Additional
information regarding these persons and their interests in the transaction will be included in the proxy statement relating to
the transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated below.
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