RA'ANANA, Israel and POWDER
SPRINGS, Georgia, May 5, 2021
/PRNewswire/ -- Mer Telemanagement Solutions Ltd. (MTS)
(Nasdaq Capital Market: MTSL), a global provider of
telecommunications expense management (TEM), call accounting and
contact center software, today announced that at the Extraordinary
General Meeting of shareholders that took place today (the
"Meeting"), the Company's shareholders voted against
the proposals presented by Mr. David Elliot
Lazar, Custodian Ventures LLC and Activist Investing LLC
(together the "Lazar Group"), as follows:
- Proposal to terminate the service term of each of the following
currently serving directors: Mr. Haim
Mer, the Chairman of the Company's board of directors, Mr.
Scott Burell and Mr. Isaac Onn was rejected by a majority of
approximately 61% of the vote cast; and
- Proposals to elect David Lazar,
Uri Ben-Or and Eric Greenberg to
serve as members of our Board of Directors until the next annual
meeting of shareholders and until their successors have been duly
elected and qualified was rejected by a majority of approximately
77%, 61% and 61% of the votes cast, respectively.
On April 20, 2021, the Lazar Group
submitted to the Securities and Exchange Commission an amendment to
its Schedule 13D, indicating that it sold the majority of its
holdings in the Company and holds approximately 1.1% of the
Company's ordinary shares. Following such filing, the Company
approached the Israeli court requesting that the court either
cancel the Meeting or permit the Lazar Group to vote in the Meeting
in accordance with its updated holdings. The Company based its
request on the change in circumstances since the notice and proxy
statement in connection with the Meeting were submitted to the SEC
prior to the execution of the Agreement and Plan of Merger among
the Company, New SL Acquisition Corp. (the Company's wholly-owned
subsidiary) and SharpLink, Inc. on April 15,
2021. Subsequent to the record date for the Meeting and
after the announcement of the execution of the Agreement and Plan
of Merger and the subsequent increase in the price of the Company's
ordinary shares, the Lazar Group sold the vast majority of its
holdings in the Company's ordinary shares.
On May 3, 2021, the court held
that in circumstances where a shareholder disposes the majority of
his holdings and concurrently seeks to be appointed to the board,
he is deemed to have a personal interest in such vote and that this
form of conduct constitutes a breach of the shareholder's duty to
act in good faith. The court further held that in connection with
the proposed nomination to appoint Mr. Lazar to the Company's board
of directors, his vote will be based on his updated ownership
percentage. Therefore, the Company did not include the votes cast
by shares sold by the Lazar Group subsequent to the record date for
the Meeting in its calculation of the votes cast in connection with
the proposed resolution to nominate Mr. Lazar to the Company's
board of directors.
In addition, at the Meeting the Company's shareholders voted to
reelect Scott Burell and
Isaac Onn to serve as members of the
Company's board of directors until the next annual meeting of
shareholders and until their successors have been duly elected and
qualified. The proposals to re-elect Messrs. Burell and Onn were
approved by a majority of approximately 61% of the votes cast,
respectively.
The complete text of the resolutions and related background are
set forth in the proxy statement distributed to the Company's
shareholders and furnished to the Securities and Exchange
Commission as an exhibit to a Form 6-K dated March 25, 2021.
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.
Contact:
Ofira Bar
CFO
Tel:
+972-9-7777-540
Email: ofira.bar@mtsint.com
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SOURCE Mer Telemanagement Solutions Ltd. (MTS)