RA'ANANA, Israel and
POWDER SPRINGS, Ga., April 28, 2021 /PRNewswire/ -- Mer
Telemanagement Solutions Ltd. ("MTS" or the "Company") (Nasdaq
Capital Market: MTSL), a global provider of
telecommunications expense management (TEM), call accounting and
contact center software, today issued the following important
message to its shareholders:
Dear Shareholders,
We are approaching you in order to highlight the change in
circumstances and events that occurred since we published the
notice and proxy statement in connection with an extraordinary
shareholders' meeting (the "Meeting") called at the request
of Mr. David Elliot Lazar, Custodian
Ventures LLC and Activist Investing LLC (together the "Lazar
Group"). The Meetings is scheduled for Wednesday, May 5, 2021 at 12:30 p.m. (Israel time).
On April 12, 2021, MTS published a
position statement submitted by the Lazar Group, in which the Lazar
Group included baseless accusations towards the Company's
management, specifically concentrating on the "substantial doubt"
that exists with respect to the outcome of the letter of intent
executed by MTS in connection with a potential transaction,
claiming that the current Board is "utterly incompetent to
negotiate deals or create value to the Company's shareholders."
Moreover, in its position statement, the Lazar Group claimed,
without providing any evidence or additional information, that Mr.
Lazar (30), has, since 2012, "led and been involved in dozens of
transactions involving publicly-traded companies," not even
claiming that any of these purported transactions were successful
or contributed to increasing value to the shareholders of such
companies.
On April 15, 2021, MTS published
the execution of the Agreement and Plan of Merger among MTS, New SL
Acquisition Corp. and SharpLink, Inc., a leading online technology
company that works with sports leagues, fantasy sports sites and
sports media companies to connect fans to relevant and timely
betting content sourced from its sportsbook partners (the
"SharpLink Transaction").
On April 20, 2021, the Lazar
Group, which increased its holdings in the Company's ordinary
shares from approximately 9.5% to approximately 14.2% in the days
prior to the record date for the Meeting (April 1, 2021), submitted a Schedule 13D to the
Securities and Exchange Commission reporting that it sold almost
all of its holdings in the Company on April
16, 2021 and currently holds approximately 1.1% of the
Company's ordinary shares. Thus, the Lazar Group seized the
opportunity created by the substantial increase in the market price
of the Company's shares following the publication of the SharpLink
Transaction, and made substantial gains in the process. The Lazar
Group, who reported holding approximately 1.1% of the Company's
ordinary shares as of April 20, 2021,
noted in its Schedule 13D that it still intends to vote the shares
held by it as of the Meeting record date (approximately 14.2%) for
the removal of the MTS current Board members, but did not state
whether and how it will vote the shares it previously held in
connection with its own board nominees.
In addition, on April 20, 2021,
even prior to the publication of the updated Schedule 13D by the
Lazar Group, the leading independent proxy advisory firm,
Institutional Shareholder Services (ISS) has recommended* that
the shareholders vote AGAINST the Lazar Group proposals and FOR
the proposal presented by MTS to reelect two of its current Board
members.
According to the ISS report*: "The dissident's critique of the
company's performance is short on details and its argument that
that the current board could not come up with a value-enhancing
deal appears to be disproved by recent events. Overall, the
dissident failed to make a compelling case for board changes.
Consequently, the dissident proposals seeking the removal of three
incumbent directors and the appointment of three dissident nominees
do not warrant shareholder support." [emphasis added]
ISS came to this conclusion following an independent review of
MTS's public filings and the Lazar Group's position statement.
* Permission neither sought nor obtained from ISS.
In conclusion, the Lazar Group failed to base any of its
accusations towards the Company's current management on any facts
and its position statement was effectively rendered moot by the
publication, just three days later, of the SharpLink Transaction.
The Lazar Group continues to seek to take over the Company using
the voting power of shares it no longer owns and thereby interfere
with the Company's business and with the consummation of the
SharpLink Transaction. The Lazar Group quickly chose to sell the
substantial majority of its shares when it recognized the
opportunity created by the publication of the SharpLink
Transaction, and as a result currently bears little, if any,
economic interests that are aligned with the interests of the
Company and its shareholders.
The recent events described herein strengthen the position
and recommendation of the Company's Board of Directors as included
in the proxy statement published in connection with the
Meeting:
- The Company's Board of Directors recommends that you vote
AGAINST the proposals presented by the Lazar Group (proposals 1 and
2 on the proxy card).
- The Company's Board of Directors recommends that you vote
FOR the proposal presented by the Company's Board of Directors
(proposal 3 on the proxy card).
Shareholders may vote their ordinary shares by means of a proxy
card, which is required to be received by the Company, along with
the documentation set forth in the proxy statement, at least four
(4) hours prior to the appointed time of the Meeting, to be counted
for the Meeting.
The Company will convene a separate general meeting of its
shareholders to the SharpLink Transaction and other required
matters.
About MTS
Mer Telemanagement Solutions Ltd. (MTS) is focused on innovative
products and services for enterprises in the area of telecom
expense management (TEM), call accounting and contact center
software. Headquartered in Israel,
MTS markets its solutions through wholly-owned subsidiaries in
Israel, the U.S. and Hong Kong, as well as through distribution
channels. For more information please visit the MTS web site:
www.mtsint.com
Forward Looking Statements
Certain matters discussed in this news release are
forward-looking statements that involve a number of risks and
uncertainties including, but not limited to, the consummation of
the SharpLink Transaction, the Company's ability to achieve
profitable operations, its ability to continue to operate as
a going concern, its ability to continue to meet NASDAQ continued
listing requirements, customer acceptance of new products,
the effects of the spread of Coronavirus (COVID-19) and
future measures taken by authorities in the countries in which we
operate on our operations, the demand for our products and our
customers' economic condition, the impact of competitive products
and pricing, market acceptance, the lengthy sales cycle,
proprietary rights of the Company and its competitors, risk of
operations in Israel,
general economic conditions and other risk factors detailed
in the Company's annual report and other filings with the United
States Securities and Exchange Commission.
MTS Contact:
Ofira
Bar
CFO
Tel: +972-9-7777-540
Investors:
Chuck
Garske
Okapi Partners
+(212)-297-0720
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SOURCE Mer Telemanagement Solutions Ltd. (MTS)