Sends Cease-and-Desist Letter to TCR Acquisition and its
Principals, Frederick M. Joyce and
Giovanni Tarone, Demanding that TCR
Acquisition Retract its Blatantly False Assertions
Kaleyra Opens Investigation into TCR Acquisition's Motives,
Incentives and Troubling Attempts to Intentionally Damage The
Campaign Registry's Business
NEW
YORK, Aug. 24, 2022 /PRNewswire/ -- Kaleyra,
Inc. (NYSE: KLR) (NYSE American: KLR WS) ("Kaleyra" or the
"Company") today responded to the intentional misrepresentations
made by TCR Acquisition LLC ("TCR Acquisition"), Frederick Joyce and Giovanni Tarone about Kaleyra's subsidiary,
Campaign Registry, Inc. ("The Campaign Registry").
The Company issued the following statement:
Frederick M. Joyce and his
business partner, Giovanni Tarone,
expressed interest in acquiring The Campaign Registry from Kaleyra.
After careful evaluation in conjunction with the Company's
advisors, the Board of Directors determined the offer for the
business was not in the best interest of the Company's
shareholders, and the Company communicated the Board's unanimous
decision to reject the offer to Messrs. Joyce and Tarone.
What followed has surprised and disturbed us.
Messrs. Joyce and Tarone, acting through a newly formed entity
called TCR Acquisition LLC, made demonstrably and blatantly false
claims in press releases and in private communications with our
customers. It appears to us that Messrs. Joyce and Tarone are
intentionally attempting to damage The Campaign Registry's
relationships and reputation with key customers and other
stakeholders by knowingly publishing these false statements. Today,
our lawyers demanded that they cease from further tortious
conduct.
The Campaign Registry serves a vital and valuable function in
ensuring that the identities of the senders of bulk text messages
are known to the operators of mobile networks. The Campaign
Registry does not control which messages or campaigns are
permitted, and it has no visibility into, nor control over, the
contents of messages sent to mobile phone users. The Campaign
Registry, as the name implies, operates a registry – a database –
in which bulk message senders provide information about their
identity and their campaigns, so the mobile network operators and
their infrastructure partners can control traffic on their own
networks in conformity with their own policies. To be perfectly
clear, The Campaign Registry does not control or regulate the
senders or content of any messages; it provides a registry of
campaign publishers to mobile network operators so they can
verify the identities of message senders. In short, The Campaign
Registry is a valuable business, but not one that has any influence
over the ability of anyone to send messages or the content of those
messages.
The Campaign Registry is also appropriately managed, capitalized
and owned. The Campaign Registry is a Delaware incorporated business and is
headquartered in McLean, Virginia.
Two of its three founders are U.S. citizens by birth (one a former
Air Force instructor), and the other is Norwegian. It is wholly
owned by Kaleyra, a Delaware
corporation that is a publicly traded on the NYSE American
exchange. Kaleyra operates from Milan and New
York, with its principal executive offices in New York City. Kaleyra's owners consist of
hundreds of public market equity investors. None of these outside
investors has access to – or any ability to control – The Campaign
Registry's data, policies, protocols, systems or processes. We are
not aware of a single investor that is affiliated with the Chinese
government or any other foreign government; indeed, we are not
aware of any shareholder who is based in China. Expert lawyers at two AmLaw 100 law
firms have unequivocally concluded that there are no CFIUS concerns
with The Campaign Registry or its ownership by Kaleyra.
The assertions made by Messrs. Joyce and Tarone to the contrary
are completely and utterly baseless and amount to nothing short of
a smear campaign aimed at damaging our valuable business. The
purported CFIUS claim leveled against the Company by TCR
Acquisition is completely fabricated. We are troubled by these
tortious actions and intend to hold Messrs. Joyce and Tarone, and
their would-be acquisition vehicle, TCR Acquisition, to
account.
We do not understand the motivation of Messrs. Joyce and Tarone
in knowingly spreading patently false information about our
business, but we are conducting an investigation to determine
whether their conduct was merely a misguided attempt to coerce us
to sell The Campaign Registry to them at a below-market price or a
more nefarious and intentional attempt to damage our business and
harm our stockholders so Messrs. Joyce and Tarone, or others with
whom or on behalf of whom they are acting, could benefit
financially. In the meantime, we intend to pursue all legal avenues
to address TCR Acquisition's egregious and tortious conduct in
order to protect the interests of the Company and its
stockholders.
The Company encourages any customer or stockholder with
information about the actions of Messrs. Joyce and Tarone or with
questions to contact the Company.
About Kaleyra
Kaleyra, Inc. is a global group providing mobile communication
services to financial institutions, ecommerce players, OTTs,
software companies, logistic enablers, healthcare providers,
retailers, and other large organizations worldwide.
Kaleyra today has a customer base of 3,800+ companies spread
around the world. Through its proprietary platform and robust APIs,
Kaleyra manages multi-channel integrated communication services,
consisting of messaging, rich messaging and instant messaging,
video, push notifications, email, voice services, and chatbots.
Kaleyra's technology makes it possible to safely and securely
manage billions of messages monthly with over 1,800 operator
connections in 190+ countries, including all tier-1 US
carriers.
Important Cautions Regarding
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws. Such forward-looking
statements include, but are not limited to, statements regarding
the financial statements of Kaleyra, its omnichannel and other
product and global customer developments, its expectations,
beliefs, intentions, plans, prospects or strategies regarding the
future revenue (including revenue guidance) and the business plans
of Kaleyra's management team, and the impact of the COVID-19
pandemic, and any anticipated lessening of such impact, and the
broader market volatility and geopolitical and macroeconomic
factors on its business and financial performance. Any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. The
forward-looking statements contained in this press release are
based on certain assumptions and analyses made by Kaleyra in light
of its experience and perception of historical trends, current
conditions and expected future developments and their potential
effects on Kaleyra as well as other factors they believe are
appropriate in the circumstances. There can be no assurance that
future developments affecting Kaleyra will be those anticipated.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the control of the parties)
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements, including the mix of services utilized
by Kaleyra's customers and such customers' needs for these
services, including any variability by geography, market acceptance
of new service offerings, the ability of Kaleyra to expand what it
does for existing customers as well as to add new customers, that
Kaleyra will have sufficient capital to operate as anticipated, and
the impact that the novel coronavirus and the illness, COVID-19,
that it causes, as well as governmental responses to deal with the
spread of this illness and the reopening of economies that have
been closed as part of these responses, and the impact of other
geopolitical and macroeconomic factors such as the war in
Ukraine, may have on Kaleyra's
operations, the demand for Kaleyra's products, global supply chains
and economic activity in general. Should one or more of these risks
or uncertainties materialize or should any of the assumptions being
made prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Investor Contacts:
Colin Gillis
Vice President of Investor Relations
colin.gillis@kaleyra.com
Tom Colton or Matt Glover
Gateway Investor Relations
949-574-3860
KLR@gatewayir.com
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SOURCE Kaleyra