USA Technologies Inc (USAT)

[FUNMAN]

VERY IMPORTANT: I called INNISFREE M&A INCORPORATED ... Shareholders May Call Toll-free: [phone] regarding the following SCHEDULE 14A INFORMATION

It's very important for shareholders to understand that the "most recent proxy" you file, negates any previously filed proxy.

If USAT sends you a proxy statement, and you vote against all of their nominees, you will NULLIFY your gold proxy where you may have voted for the HUDSON nominees.

So if you already voted your shares, don't answer any proxy from USAT.

They are definitely trying to trick shareholders. - FUNMAN

Hudson Executive Issues Statement Regarding USA Technologies’ Latest Attempt to Manipulate the

Director Election Ahead of Annual Meeting

NEW YORK—MARCH 3, 2020—Hudson Executive Capital LP (“Hudson Executive”), a New York-based investment firm and the largest shareholder of USA Technologies, Inc. (“USAT” or the “Company”) (OTC:USAT) with beneficial ownership of approximately 16.2% of USAT’s common stock, today issued the following statement in response to USAT’s appointment of Donald W. Layden, Jr. as Chief Executive Officer and President of the Company and slate of nominees for the annual shareholders meeting to be held on April 30, 2020.

Douglas Braunstein, Founder and Managing Partner of Hudson Executive, said, “Our conviction is that leadership change at USAT is not only necessary, but needed now more than ever. The Company’s ill-conceived decision to appoint a permanent Chief Executive Officer, who has overseen continued lapses in financial controls and repeated operational failures, and has failed to meet his most important stated priorities during his brief tenure, has further damaged USAT’s reputation and impaired shareholder value. We believe that the Board conducted a woefully inadequate search process given the number of highly-qualified candidates Hudson Executive has already identified for the CEO position. Further, the Board approved significant payments for Mr. Layden and a permanent CFO less than two months before the annual meeting. As of today, the new seven-person Board is made up of five individuals who have never been elected. We believe these unilateral actions demonstrate a lack of judgment and a disregard for shareholders.

“We have previously reached out numerous times to try to negotiate with this Board. Its actions demonstrate what we perceive to be a consistent lack of good faith engagement and continued attempt to enrich and entrench management. We believe the decision by the USAT Board to unilaterally name three of Hudson Executive’s director nominees to USAT’s proxy ballot is a desperate attempt to manipulate the board election in advance of a shareholder vote. After two years of disenfranchisement, we look forward to a shareholder vote on April 30th.”

Hudson Executive’s nominees, Lisa Baird, Ellen Richey and Anne Smalling, added, “Prior to USAT’s announcement yesterday, we had not been contacted by the Company or its representatives. We believe that the Board’s decision to involve us in this way reflects its disregard for shareholders and an attempt to manipulate the process. We encourage shareholders to vote the GOLD proxy card and support the full slate of directors nominated by Hudson Executive.”

Cadwalader, Wickersham & Taft LLP and Pepper Hamilton LLP are serving as legal advisors to Hudson Executive.