JERSEY CITY, N.J., April 20, 2017 -- SITO Mobile Ltd. (NASDAQ:SITO), a leading mobile engagement platform, today announced that it has filed a preliminary Consent Revocation Solicitation Statement with the Securities and Exchange Commission (“SEC”) in response to the preliminary consent solicitation statement filed on April 12, 2017 by Stephen D. Baksa, Thomas Candelaria and the other participants in their intended consent solicitation. Both sets of materials are subject to the SEC review process, and solicitation of consent forms or consent revocations is not permitted prior to completion of this process.
As previously announced, Messrs. Baksa and Candelaria, who have reported in their filings with the SEC that they own in the aggregate approximately 6.8% of SITO’s outstanding shares, intend to solicit consents to remove all but one of the directors on SITO’s five-member Board of Directors, increase the size of the SITO Board to six members and cause their own hand-picked nominees to be elected to the SITO Board. Messrs. Baksa and Candelaria have indicated in their filing with the SEC that they are not seeking to replace current SITO Board member and SITO stockholder Brent D. Rosenthal who Mr. Baksa has a previous association with and who Mr. Baksa has previously collaborated with on an activist campaign at another public company.
In connection with the filing, SITO issued the following statement:
SITO’s Board and management team are committed to executing the Company’s strategic plan to drive enhanced stockholder value. SITO Mobile continues to grow revenue and will maintain its focus on current strategic initiatives, helping marketers to leverage its location-based targeting capabilities in combination with transparent real-time insights and measurement.
The SITO Board appreciates the importance of recruiting independent and highly qualified directors with skills, insights and experiences that provide SITO with additional competencies and perspectives for growing stockholder value. As SITO announced yesterday, Lowell W. Robinson, a highly regarded and accomplished business executive with substantial public company board experience, was added to the Board as an independent director. Mr. Robinson has thirty years of senior-level strategic, financial, operational, governance and M&A experience. He has also served on seven public company boards, and has substantial public company board leadership experience having served as a Chairman of the Board as well as Chairman of audit and compensation committees.
While Messrs. Baksa and Candelaria have been abundantly clear that they want complete and immediate control of SITO without paying our stockholders any control premium, notably absent from the numerous public filings that Messrs. Baksa and Candelaria have made in recent weeks is any detailed and credible alternative strategic plan or any viable and substantive proposals on how they would drive the creation of long-term stockholder value if they were to gain control of SITO’s Board. Messrs. Baksa and Candelaria have also not provided stockholders with any information regarding the management team that they would recruit to manage SITO and drive its business forward. In addition, Messrs. Baksa and Candelaria have not provided any details on how such an abrupt change in control of SITO’s Board, at a pivotal and critical time in SITO’s trajectory, would be accomplished so as not to cause significant and substantial harm to our business and prospects, including, but not limited to, our relationships with our employees, customers and partners.
SITO also noted that it found it curious that Messrs. Baksa and Candelaria are not looking to replace Mr. Rosenthal as a member of the SITO Board. However, perhaps this is not completely surprising given the publicly-known past association and working relationship between Mr. Baksa and Mr. Rosenthal which includes their collaboration on an activist campaign at another public company. In July 2016, Mr. Baksa and other investors had threatened a proxy contest at another public company that ultimately ended when Messrs. Baksa and Rosenthal, among other individuals, entered into a settlement agreement with the target pursuant to which Mr. Rosenthal was named to that company’s Board as one of the designees of Mr. Baksa and his fellow investors, and was also named Chairman of the Board. As noted in SITO’s preliminary Consent Revocation Solicitation Statement, the SITO Board has determined not to recommend or nominate Mr. Rosenthal for re-election at the 2017 Annual Meeting.
Messrs. Baksa and Candelaria have jointly filed a Schedule 13D with the SEC with regard to SITO but, currently, they are the only parties named as filing parties therein. As such, SITO can only surmise that, at this point, Messrs. Baksa and Candelaria have determined, after consultation with their securities counsel, that they have not formed a group with any other person or entity pursuant to Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934.
SITO urges all SITO stockholders to refrain from taking any action (including returning any consent card sent by Messrs. Baksa and Candelaria or any of their fellow participants) at this time. SITO’s Board will advise SITO stockholders of its recommendation regarding the solicitation by Messrs. Baksa and Candelaria in due course.
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 consent revocation agent and 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.sitom
