Current Board and Management Team are Delivering
Growth and Value Creation
SITO Mobile Ltd. (NASDAQ:SITO), a leading mobile engagement
platform, today issued an open letter to its stockholders in
connection with the pending solicitation of consents from SITO
Mobile’s stockholders by Stephen D. Baksa, Thomas Candelaria,
Matthew Stecker, Thomas Thekkethala and the other participants in
their solicitation (the “Baksa Group”) seeking control of the SITO
Board of Directors.
The full text of the letter is as follows:
May 17, 2017
Fellow Stockholders:
Today SITO Mobile is at an inflection point. There are two paths
stockholders can take, and the path chosen will be the most
important decision stockholders make as it relates to SITO
Mobile.
On the one hand, stockholders can choose to support the current
SITO Mobile Board and management team. This is a group that has
been executing a clear strategy to deliver growth and value
creation, and has SITO Mobile poised to continue to successfully
build on this foundation. The current management team continues to
improve our sales management process, deliver operational
efficiencies and monetize our new product offerings. We have also
made significant progress on improving our overall product set by
offering advertisers new and enhanced visibility into their ad
campaign targeting and effectiveness.
These actions are having a positive effect on the Company. SITO
Mobile’s revenues, gross profit, customers, campaign volumes and
average campaign dollars have all increased. We achieved record
first quarter 2017 revenue of $6.6 million, and expect to report
record revenue for the second quarter. This improvement is
evidenced in our stock price, which has increased over 89% since
February 17, 2017, the day prior to Rory O’Connell joining the
Company as interim CEO. Wall Street analysts also agree – as Maxim
Group states in its May 5, 2017 research report “…we are encouraged
that the new management team has the company back on track…” SITO
Mobile is hitting its stride and has the right team leading the
Company forward.
In lieu of letting the current SITO Mobile Board and management
team continue to execute on their clear strategy for delivering
growth and value creation, stockholders have been asked to abruptly
hand over control of the Board and SITO Mobile to the Baksa Group
or the Singer family, who is separately pursuing a proxy contest
for control of SITO Mobile. We believe such an abrupt change in our
Board at this pivotal point in SITO Mobile’s history would be
value-destructive.
The Baksa Group and the Singer family have made no attempt to
publicly disclose their strategy for SITO Mobile should either
abruptly gain control of the Company. They have also provided no
information regarding the management team they would recruit to
lead SITO Mobile. Importantly, neither the Baksa Group nor the
Singer family have provided any detail on how they would prevent
such an abrupt change from being exploited by our competitors. Our
stockholders deserve more.
SITO Mobile remains open to amicably resolving this matter to
avoid any further expense and disruption. In fact, we prefer an
amicable resolution so that we can focus all of our energy on
delivering on SITO Mobile’s significant potential. Unfortunately,
to date, SITO Mobile has received no indication that either the
Baksa Group or the Singer family is prepared to constructively
engage with SITO Mobile. Our number one priority has, and always
will be, to serve the best interests of all our stockholders. We
will continue to take steps that we believe are necessary to
protect those interests.
We believe the choice at this critical time in our Company’s
history is clear. Do not disrupt the positive momentum at SITO
Mobile. Stockholders should discard any gold consent card and
materials they receive from the Baksa Group and vote the
WHITE consent revocation card today to support the
Board and management team that are committed to creating
stockholder value, and that have already proven they can do
so. Any stockholders who have questions or need assistance in
revoking their consent on the WHITE consent
revocation card should contact SITO Mobile’s proxy solicitor,
MacKenzie Partners, at (212) 929-5500 or toll-free at (800)
322-2885.
We are at the center of the mobile media revolution, and I am
more confident and enthusiastic about our future than ever
before.
Thank you for your support,
/s/ Betsy J. Bernard
Betsy J. Bernard Lead Independent Director
Morgan, Lewis & Bockius LLP and Sichenzia Ross Ference
Kesner LLP are serving as legal advisors to SITO. Mackenzie
Partners, Inc. is serving as SITO’s proxy solicitor.
About SITO Mobile Ltd.
SITO Mobile provides a mobile engagement platform that enables
brands to increase awareness, loyalty, and ultimately sales. For
more information, visit www.sitomobile.com.
Cautionary Statement Regarding Certain
Forward-Looking Information This press release
contains forward-looking statements. These statements are based on
our management’s beliefs and assumptions and on information
currently available to our management. Forward-looking statements
include statements concerning the following: SITO’s plans and
initiatives, campaign volume and average campaign dollars, our
guidance and/or expectations for future quarters, our possible or
assumed future results of operations; our business strategies; our
ability to attract and retain customers; our ability to sell
additional products and services to customers; our competitive
position; our industry environment; our potential growth
opportunities; and risks, disruption, costs and uncertainty caused
by or related to the actions of activist stockholders, including
that if individuals are elected to our Board with a specific agenda
or if control of our Board was to abruptly change, it may adversely
affect our ability to effectively implement our business strategy
and create value for our stockholders and perceived uncertainties
as to our future direction as a result of potential changes to the
composition of our Board may lead to the perception of a change in
the direction of our business, instability or a lack of continuity
which may be exploited by our competitors, cause concern to our
current or potential customers, and may result in the loss of
potential business opportunities and make it more difficult to
attract and retain qualified personnel and business partners. You
should not place undue reliance on forward-looking statements,
because they involve known and unknown risks, uncertainties and
other factors, which are, in some cases, beyond our control and
which could materially affect results. Factors that may cause
actual results to differ materially from current expectations
include, among other things, those listed under “Risk Factors” in
our Annual Report on Form 10-K and the reports we file with the
SEC. Actual events or results may vary significantly from those
implied or projected by the forward-looking statements due to these
risk factors. No forward-looking statement is a guarantee of future
performance. You should read our Annual Report on Form 10-K and the
documents that we reference in our Annual Report on Form 10-K and
have filed as exhibits thereto with the Securities and Exchange
Commission, or the SEC, with the understanding that our actual
future results and circumstances may be materially different from
what we expect. Forward-looking statements are made based on
management’s beliefs, estimates and opinions on the date the
statements are made and we undertake no obligation to update
forward-looking statements if these beliefs, estimates and opinions
or other circumstances should change, except as may be required by
applicable law. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or
achievements.
Important Additional Information and
Where To Find ItSITO Mobile, Ltd. (“SITO”), its directors
and certain of its executive officers are deemed to be participants
in a solicitation of consent revocations from SITO’s stockholders
in connection with a pending consent solicitation by a stockholder
(the “Consent Solicitation”). On May 2, 2017, SITO filed a
definitive consent revocation statement (the “Consent Revocation
Statement”) and
accompanying WHITE consent revocation
card with the SEC in connection with the Consent Solicitation.
Information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, is
set forth in the Consent Revocation Solicitation Statement,
including the schedules and appendices thereto. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH CONSENT
REVOCATION STATEMENT AND THE
ACCOMPANYING WHITE CONSENT REVOCATION
CARD AND OTHER DOCUMENTS FILED BY SITO WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders can obtain the Consent
Revocation Statement, any amendments or supplements to the Consent
Revocation Statement, the
accompanying WHITE consent revocation
card, and other documents filed by SITO with the SEC for no charge
at the SEC’s website at www.sec.gov. Copies will also be available
at no charge at the Investor Relations section of SITO’s corporate
website at www.sitomobile.com, by writing to SITO’s Corporate
Secretary at SITO Mobile, Ltd., The Newport Corporate Center, 100
Town Square Place, Suite 204, Jersey City, NJ 07301, or by calling
SITO at (201) 275-0555.
Disclaimer
SITO has neither sought nor obtained the consent
from any third party to use any statements or information contained
in this letter that have been obtained or derived from statements
made or published by such third parties. Any such statements or
information should not be viewed as indicating the support of such
third parties for the views expressed herein.
Contacts:
Investor Relations:
Joseph Wilkinson
SVP Investor Relations
Joseph.Wilkinson@sitomobile.com
Media Relations:
Alexandra Levy
Silicon Alley Media
alex@siliconalley-media.com
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