MALVERN, PA — USA Technologies, Inc. (OTC: USAT), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, recently issued the following statement:
“We reaffirm our strong belief that an 18-month disgorgement period was triggered by Hudson Executive Capital’s (HEC) November 2019 public announcement of its intention to take control of the USAT board. The words and intent of the Pennsylvania statute – Subchapter H of Chapter 25 of the Pennsylvania Business Corporation Law – are in our view carefully crafted to protect Pennsylvania corporations and their stakeholders from attempts to take control of the Board of Directors of a Pennsylvania corporation.
“We informed HEC of the Pennsylvania statute in November 2019. Today, for the first time and after more than three months of publicly soliciting USAT shareholders, HEC acknowledged the potential significant implications of the Pennsylvania disgorgement statute on its effort to take control of the USA Technologies Board.
“Shareholders should be aware that under the Pennsylvania statute, actions to recover realized profits from an offending shareholder may be commenced by the corporation, or by any shareholder in the name and on behalf of the corporation, if the corporation fails or refuses to take action within 60 days after written request by a shareholder.
“Based on HEC’s public disclosures, we believe that, as of today, HEC stands on an unrealized profit of over $35 million in their USAT investment.”
USA Technologies, on behalf of itself and its shareholders other than HEC, reserves all of its rights under Pennsylvania law to compel the disgorgement of any profits that may be realized by HEC during the 18-month period beginning November 2019.
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