GREENWICH, Conn., June 25, 2012 /PRNewswire/ -- S.A.V.E. Partners IV, LLC, which together with its nominees and certain other shareholders are members of a group ("SAVE") that collectively owns 3,196,739 shares of common stock of USA Technologies, Inc. (NASDAQ: USAT) ("USAT" or the "Company"), representing approximately 9.8% of the Company's outstanding shares, today issued the following release:
USAT continues to bombard its shareholders with an expensive scorched earth public relations campaign in an effort to convince you that SAVE, the Company's largest shareholder, will not act in the best interests of shareholders if you elect our seven highly-qualified nominees to the Board. The Board has no doubt spent countless dollars of your money to win an election that is critical to your Company's future, but it distorts the facts to sway your vote through a smear campaign of epic proportions. We believe USAT's Board of Directors will say just about anything to preserve their own jobs regardless of the ultimate cost to shareholders. SAVE believes you need to have the facts:
Bradley Tirpak voluntarily resigned from the USAT Board because he believed the Board's business plan following Stephen Herbert's promotion to CEO was not in shareholders' long-term best interests.
After June 2011, Mr. Tirpak was SAVE's sole shareholder representative on the Board. During that time, Mr. Tirpak firmly believes that:
- Every action he took as a Board member was done with shareholders' best interests in mind. Mr. Tirpak was then, and continues to be, a significant shareholder who is 100% dedicated to maximizing shareholder value.
- Mr. Tirpak was a vocal defender of shareholder interests on a Board that was more concerned with protecting its own self-interests. We believe this is clearly evidenced by the fact that Mr. Tirpak was the sole director who, as a result of a decline in the stock price, waived the egregious 35% pay raise that the Board members voted for themselves.
- Mr. Tirpak was the target of bogus code of ethics claims manufactured by a Board that simply did not want to hear the tough questions Mr. Tirpak had to ask.
- Unlike other Board members, Mr. Tirpak actively sought to engage with customers, employees and shareholders of the Company to solicit their views about the Company and ensure their concerns were being addressed in the boardroom.
At the time of his resignation, Mr. Tirpak was convinced that the path being followed by the Board would lead to a significant deterioration of shareholder value. He believed then, and SAVE believes now, that:
- If USAT is going to continue to subsidize the JumpStart program, the Company needs to lower the cost of hardware significantly to produce positive returns for shareholders. To assist in this endeavor, SAVE has nominated George Wallner, the founder of Hypercom, who will lead the charge to reengineer the devices in a cost-effective manner. We believe Mr. Wallner is a leading innovator in the payments industry.
- Shareholders should not be satisfied with the incremental revenues currently being generated through transaction processing. SAVE believes USAT should be generating profits not just revenues.
- The Company needs to vastly improve its technology and focus on providing its customers with comprehensive, end-to-end solutions (like vending route management) in order to avoid losing further market share to its competitors.
Do not be misled by the Company's personal attacks on Mr. Tirpak or their claims of improving results in the short-term. Mr. Tirpak's resignation was motivated by his concern for shareholders, and has allowed him to nominate an extremely highly-qualified slate of directors who are as committed as he is to working for shareholders. SAVE believes it has the right business plan to achieve a singular purpose — to maximize long-term value for all shareholders. SAVE urges shareholders to review its detailed business improvement plan for USAT at www.SAVEUSAT.com.
The USAT Board is misleading shareholders about SAVE's involvement with Direct Insite Corp.
USAT has also attempted to mislead shareholders regarding the efforts of SAVE at Direct Insite Corp., maligning the turnaround efforts of a hard-working team at Direct Insite. Direct Insite is a specialized SaaS processor of over $125 billion in invoices for Fortune 100 companies. While USAT's Board has inaccurately portrayed what it terms as "Tirpak's takeover" of Direct Insite, the fact is that Mr. Tirpak does not even serve on the Board of Direct Insite and has no control over that company. He is a co-managing member of S.A.V.E. Partners III, LLC, which beneficially owns 6.6% of Direct Insite's common stock and whose other co-managing member, Craig W. Thomas, serves as a director on a seven-member Board. We encourage shareholders to learn the facts about Direct Insite that USAT won't tell you by clicking on the following link: http://shareholder-advocates-for-value-enhancement.com/wordpress/wp-content/uploads/2012/06/DIRI-Fact-Sheet.pdf.
Do not allow the USAT Board to mislead you into voting for management's slate of directors, who we believe are far more concerned with protecting their own jobs than shareholders' best interests. We urge shareholders to vote for meaningful change, and against the status quo, by voting the GOLD proxy card today. If you have voted management's white proxy card, you can change your vote by voting the GOLD proxy card today.
SOURCE S.A.V.E. Partners IV, LLC