WPCS International Incorporated (NASDAQ:WPCS), a low-voltage
solutions provider, and DropCar, Inc. (“DropCar”) a privately-held
provider of app-based automotive logistics and concierge services
for both consumers and the automotive industry, announced today
that in connection with their proposed merger (the “Merger”) the
WPCS registration statement on Form S-4 (File No. 333-220891) (the
“Registration Statement”) was declared “effective” by the U.S.
Securities and Exchange Commission (the “SEC”) on December 14,
2017.
A photo accompanying this announcement is available at
http://www.globenewswire.com/NewsRoom/AttachmentNg/139450ac-0d26-402e-9d9c-23971089333c
A Special Meeting of WPCS stockholders to vote on the Merger is
scheduled to be held on January 17, 2018 at 9:30 a.m. Eastern
Daylight Time at the offices of Morse, Zelnick, Rose & Lander,
LLP, 825 Third Avenue, 16th Floor, New York, NY 10022. WPCS
stockholders of record as of the close of business on December 14,
2017 are entitled to vote at the Special Meeting.
According to WPCS Chief Executive Officer, Sebastian Giordano,
“Over the past four years, amidst a successful restructuring, WPCS
sought viable opportunities that we believed could provide the best
potential to build stockholder value. Our search culminated
in identifying DropCar as such an opportunity and, with the
effectiveness of the Registration Statement, we are thrilled to be
moving another step closer towards completing this
transaction. From a market opportunity perspective, on-demand
mobility services are a rapidly growing trend, and, in our
evaluation, DropCar is well-positioned in this space, with both its
B2C and B2B vehicle support subscription offerings.”
The Registration Statement containing the proxy
statement/prospectus/information statement is available through the
SEC’s website at www.sec.gov or via www.wpcs.com. WPCS
expects to begin mailing the proxy statement/prospectus to
stockholders over the coming days. Stockholders holding shares in
brokerage accounts should receive proxy
statements/prospectuses/information statement from their broker.
The proxy statement/prospectus/information statement provides
important information about the proposed Merger, as well as voting
instructions.
The Merger, if consummated, will result in WPCS stockholders
owning approximately 16% of the outstanding shares of WPCS
following the Merger. In addition to WPCS and DropCar
stockholder approval of the Merger, the consummation of the Merger
is further subject to a $4 - $5 million Merger Financing to be
provided by DropCar at closing and other customary closing
conditions. The Merger is expected to close, as soon as
practical, following receipt of the required stockholder approvals
and the fulfillment of the other closing conditions.
ABOUT WPCS
WPCS is a full-service, low-voltage solutions provider,
installing and servicing integrated structured cabling,
audio-visual and security systems for public services, healthcare,
energy and corporate enterprise markets in the United States. The
Company delivers end-to-end solutions, superior project management
and best-in-class products and technology. For more
information about WPCS, please visit www.wpcs.com.
ABOUT DROPCAR
Founded and launched in New York City in 2015, DropCar offers 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 metropolitan
areas. Its technology platform blends the efficiency and scale of
cloud computing, machine learning and connected cars with the
high-touch of highly trained drivers to transport 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 providers use DropCar’s
enterprise platform to reduce costs, streamline logistics and
deepen relationships with customers. More information is available
at www.dropcar.com.
Additional Information about the Proposed Merger and
Where to Find It
In connection with the proposed Merger, a WPCS registration
statement on Form S-4, which contains a proxy statement/ prospectus
/information statement was declared effective by the SEC on
December 14, 2017 (SEC File No. 333-220891). Investors and
securityholders of WPCS and DropCar are urged to read the proxy
statement/prospectus/information statement, which contains
important information about WPCS and DropCar, before making any
voting or investment decision with respect to the proposed Merger.
The proxy statement/prospectus/information statement and other
relevant materials, and any other documents filed by WPCS with the
SEC, may be obtained free of charge at the SEC web site at
www.sec.gov.
In addition, investors and securityholders may obtain free
copies of the documents filed with the SEC by WPCS by directing a
written request to: WPCS International Incorporated, 521
Railroad Way, Suisun City, CA 94585, Attention: Chief Financial
Officer.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in the proposed merger shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
WPCS and its directors and executive officers and DropCar and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of WPCS in the proposed transaction. Information regarding
the special interests of these directors and executive officers in
the proposed Merger is included in the proxy
statement/prospectus/information statement referred to above.
Additional information regarding the directors and executive
officers of WPCS is also included in WPCS’s Annual Report on Form
10-K for the year ended April 30, 2017, which was filed with the
SEC on July 21, 2017. These documents are available free of charge
at the SEC’s web site (www.sec.gov) and from Investor Relations at
WPCS at the address described above.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995, including, but not
limited to, statements with respect to the Company's future growth
opportunities and strategic plan. Forward-looking statements are
neither historical facts nor assurances of future performance.
Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans
and strategies, projections, anticipated events and trends, the
economy, other future conditions and the risk factors detailed from
time to time in the Company’s periodic filings with the Securities
and Exchange Commission, including without limitation, the
Company’s Annual Report on Form 10-K for the year ended April 30,
2017. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside of our control. Our actual results and financial condition
may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Any forward-looking statement made by
us in this press release is based only on information currently
available to us and speaks only as of the date on which it is made.
We undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to
time, whether as a result of new information, future developments
or otherwise.
INVESTOR RELATIONS CONTACT
Investor Relations Department
917.909.6330
IR@wpcs.com
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