USA Technologies, Inc. (NASDAQ: USAT) ("USAT" or the "Company"),
a leader of wireless, cashless payment and M2M telemetry solutions
for self-serve, small-ticket retailing industries, today mailed the
following letter to shareholders:
Dear Fellow Shareholders:
USA Technologies’ (“USAT”) Annual Meeting of Shareholders is
being held on June 28, 2012 – just days away. WE ARE WRITING TO
REMIND ALL SHAREHOLDERS TO PROTECT YOUR INVESTMENT IN USAT AND VOTE
FOR ALL NINE DIRECTOR NOMINEES ON THE WHITE PROXY CARD.
BECAUSE TIME IS SHORT, WE ENCOURAGE ALL SHAREHOLDERS TO VOTE THE
WHITE PROXY CARD TODAY BY TELEPHONE OR
INTERNET. The USAT Board of Directors also encourages all
shareholders to discard any other proxy materials you receive from
S.A.V.E. as we seriously question their relevance and misguided
assertions.
In the past week, the nation’s leading proxy advisory firms
Institutional Shareholder Services (“ISS”) and Glass Lewis &
Co. (“Glass Lewis”) have recommended that USAT shareholders vote
FOR all of USAT’s highly-qualified
board of director nominees.
Specifically, in its June 16, 2012, report ISS stated: “The
Company’s management, governance and strategy appears greatly
improved over the last year.” ISS went on to suggest USAT’s
financial decisions, made by its reconstituted Board and management
team, “appear to be in shareholders best interest.”*
ISS concluded its analysis by stating: “On balance, given the
company's substantial progress executing on its strategic plan,
particularly as demonstrated in its financial statements over a
sustained period, and a management slate that appears to possess
the qualifications to be effective change agents to drive the
company towards profitability, the answer appears to be that the
dissident has not made a compelling case that additional board
change is warranted. We therefore recommend shareholders vote on
the WHITE management card FOR all management
nominees.”*
In its June 14 report, Glass Lewis lauded USAT’s progress,
particularly in the areas of governance, EBITDA turnaround, and LTM
revenue growth, and concluded: “...from an operating standpoint,
the Company appears to be making headway under the current board
and management team towards achieving greater growth and potential
profitability...we believe that shareholders would be best served
supporting management's slate of director nominees at this
time.”*
PROTECT THE VALUE OF YOUR INVESTMENT IN
USAT
To protect and realize the potential of your USAT investment,
your Board encourages you to vote FOR the USAT director nominees on
the WHITE proxy card:
- Creating Long-Term Value: By
focusing on a high-margin service model, USAT is developing a
reliable, profitable stream of recurring revenues that creates a
foundation for long-term value creation.
- Financial Stability and
Performance: USAT is demonstrating financial momentum and is
now fundamentally better positioned for profitability and continued
growth.
- Customer-Focused Market
Leadership: USAT is leading the market with offerings that
drive industry adoption, grow connections and leverage emerging
trends.
- Continuous Innovation: USAT is
developing product and service innovations in collaboration with
partners and customers to optimize financial returns and long-term
competitiveness.
- Leverage Intellectual Property:
USAT’s intellectual property is in our view a distinct competitive
advantage and affords USAT the ability to generate additional
revenue through third party network fees and licensing.
- USAT’s Nominees are the Right
Choice: USAT’s highly qualified nominees are already actively
engaged and are the right choice to continue building value for ALL
shareholders.
TIRPAK’S “PLAN” IS VALUE DESTRUCTIVE
We believe that through a campaign of erroneous and misleading
statements, as well as a misinformed “plan”, Tirpak has
demonstrated a dangerous lack of understanding of USAT’s most basic
operating principles.
USAT filed an investor presentation with the Securities and
Exchange Commission, which provides an accurate discussion of the
Company’s business and additional details regarding USAT’s
successful implementation of its turnaround plan to create value
for shareholders. We invite you to view the “ISS Presentation” on
the “Investor Relations” section of USAT’s website at
www.usatech.com.
Don’t let Tirpak destroy the potential value of your
investment.
VOTE THE WHITE PROXY CARD TODAY
Your vote is important, no matter how many shares you own.
Whether or not you attend the Annual Meeting, the Company
recommends that all shareholders vote today by telephone, by
Internet, or by signing and dating the WHITE proxy card and
returning it as soon as possible. Since
time is of the essence, and the meeting is such a short way off, we
encourage you all to vote by Internet or by telephone.
We also advise shareholders to discard any proxy cards they may
have received from S.A.V.E.
With USAT poised for future success, now is NOT the time to
make a change and derail the momentum we have created. Do not
risk the future of your USAT investment.
Sincerely,
Stephen P. Herbert Steven D. Barnhart Chairman and Chief
Executive Officer Lead Independent Director
If you have any questions, require assistance in voting your
shares or need additional copies of USAT’s proxy materials, please
call MacKenzie Partners at the phone numbers listed below.
MacKenzie Partners, Inc.105 Madison
AvenueNew York, NY 10016(212) 929-5500 (call collect)OrTOLL-FREE
(800) 322-2885
*Permission to use quotations was neither sought nor
obtained.
About USA Technologies:
USA Technologies is a leader in the networking of wireless
non-cash transactions, associated financial/network services and
energy management. USA Technologies provides networked credit card
and other non-cash systems in the vending, commercial laundry,
hospitality and digital imaging industries. USAT has been granted
79 patents and has agreements with Verizon, Visa, Compass, Crane
and others. Visit our website at www.usatech.com.
Forward-looking Statements:
"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 financial position, anticipated connections to our
network, business strategy and the plans and objectives of the
Company'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, business, financial market and
economic conditions, including but not limited to, the ability of
USAT to retain key customers from whom a significant portion of its
revenues is derived; the potential costs and management
distractions attendant to Mr. Tirpak’s nomination of himself and
six other candidates as director nominees at the 2012 annual
meeting of shareholders; the outcome of the proxy contest and
related litigation; whether the actions of our former CEO which
resulted in his separation from USAT or the Securities and Exchange
Commission’s investigation would have a material adverse effect on
the future financial results or condition of USAT; the ability of
USAT to compete with its competitors to obtain market share; the
ability of USAT to obtain widespread commercial acceptance of it
products; and whether USAT's existing or anticipated customers
purchase ePort devices in the future at levels currently
anticipated by USAT. Readers are cautioned not to place undue
reliance on these forward-looking statements. Any forward-looking
statement made by us in this release speaks only as of the date of
this release. Unless required by law, USAT does not undertake to
release publicly any revisions to these forward-looking statements
to reflect future events or circumstances or to reflect the
occurrence of unanticipated events.
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