RA'ANANA, Israel and POWDER
SPRINGS, Georgia, June 16,
2021 /PRNewswire/ -- Mer Telemanagement Solutions
Ltd. (MTS) (Nasdaq Capital Market: MTSL), a global
provider of telecommunications expense management (TEM), call
accounting and contact center software, today announced that it
will hold an extraordinary general meeting of shareholders (the
"Meeting") on Wednesday, July 21,
2021 at 4:30 p.m.
(Israel time) at the offices of
Ephraim Abramson & Co., Law
Offices, 52 Menahem Begin Rd., Sonol Tower, 12th Floor,
Tel Aviv, 6713701, Israel. The primary purpose of the meeting
will be to approve the merger and related transactions
(collectively, the "Transaction") with SharpLink,
Inc. ("SharpLink"), a leading online technology company
that works with sports leagues, fantasy sports sites and sports
media companies to connect fans to relevant and timely betting
content sourced from its sportsbook partners.
The agenda of the Meeting is as follows:
1. Resolutions in connection with the approval of the
Transaction:
a. To approve the
consummation of the Transaction and the other transactions
contemplated by the Merger Agreement, including the issuance of
Ordinary Shares, Preferred Shares and options and warrants to
purchase Ordinary Shares at the effective time of the Transaction
to the securityholders of SharpLink, including the issuance to
SharpLink's largest shareholder, SportsHub Games Network, Inc., of
Ordinary Shares constituting in excess of 45% of the voting rights
in the combined company pursuant to the terms of Section 328(b)(1)
of the Israeli Companies Law, 1999 (the "Companies
Law");
b. To approve and adopt the
Company's second amended and restated articles of association (the
"Revised Articles"), which among other things will (i)
increase the registered share capital of MTS from NIS 600,000, divided into 17,000,000 Ordinary
Shares and 3,000,000 Preferred Shares, nominal value NIS 0.03 each, to NIS
6,000,000, divided into 185,800,000 Ordinary Shares,
1,600,000 Preferred A Shares, 5,200,000 Preferred A-1 Shares and
7,400,000 Preferred B Shares, nominal value NIS 0.03 each, (ii) designate the currently
outstanding Preferred Shares as Preferred A Shares, (iii) effect a
reverse split, at a ratio in the range of between 1-for-2 to
1-for-5, inclusive, with such ratio to be determined in the
discretion of the MTS Board, (iv) change MTS's name from "Mer
Telemanagement Solutions Ltd." to "SharpLink Ltd." or such other
name as may be approved by SharpLink and the Israeli Registrar of
Companies and (v) make such other changes as are set forth in the
Revised Articles, and to approve corresponding amendments to the
Company's Memorandum of Association;
c. To elect Rob Phythian, Chris
Nicholas, Joseph Housman,
Paul Abdo and Thomas Doering, each candidates designated by
SharpLink for nomination as members of the Company's board of
directors, for a term expiring at the Company's 2021 Annual General
Meeting of Shareholders and until their successors are elected and
qualified and to approve their terms of service;
d. To elect Scott Pollei, a candidate designated by
SharpLink for nomination as an outside director (as such term is
defined in the Companies Law) for an initial three-year term
commencing on the effective time of the Transaction and to approve
his terms of service;
e. To elect Adrienne Anderson, a candidate designated by
SharpLink for nomination as an outside director (as such term is
defined in the Companies Law) for an initial three-year term
commencing on the effective time of the Transaction and to approve
her terms of service;
f. To approve an updated
Compensation Policy that will be applicable to the combined company
following the Transaction;
g. To approve the
compensation terms of Mr. Rob
Phythian, who is expected to be the Chief Executive
Officer of the combined company;
h. To approve the
compensation terms of Mr. Chris
Nicholas, who is expected to be the Chief Operating Officer
of the combined company;
i. To approve the adoption
of the new SharpLink, Ltd. 2021 Equity Incentive Plan and the
reservation of 4,673,264 Ordinary Shares for issuance thereunder;
and
j. To approve the purchase
by the Company of a "run-off" directors' and officers' liability
insurance policy for a period of seven years following the
effective time of the Transaction.
2. To approve equity-based compensation to Mr.
Roy Hess, the Company's current
Chief Executive Officer;
3. To approve equity-based compensation to Ms.
Ofira Bar, the Company's current
Chief Financial Officer; and
4. To transact any other business that may be properly
brought before the Meeting or any continuation, adjournment or
postponement thereof.
Shareholders of record at the close of business on Monday, June 21, 2021 are entitled to notice of
and to vote at the Meeting or any adjournments or postponements
thereof. The Company plans to mail the proxy statement and a proxy
card on or about Wednesday, June 23,
2021.
The approval of the proposals set forth above (other than
proposal 1(b)) requires the affirmative vote of holders of at least
a majority of the Company's ordinary shares voted in person or by
proxy at the Meeting on the matter presented for passage. The
approval of proposal 1(b) requires the affirmative vote of holders
of at least 75% of the Company's ordinary shares voted in person or
by proxy at the Meeting on the matter presented for passage. In
addition, the approval of proposals 1(d)-1(g), 1(j), 2 and 3
requires a special majority as described in the proxy
statement.
Shareholders wishing to express their position on an agenda item
may do so by submitting a written statement to the Company's
offices at the above address no later than Sunday, July 11, 2021. Any position
statement received will be furnished to the SEC on Form 6-K, which
will be available to the public on the SEC's website at
http://www.sec.gov. Eligible shareholders may present proper
proposals for inclusion in the Meeting by submitting their
proposals to the Company no later than June
23, 2021.
Shareholders may vote their ordinary shares by means of a proxy
card, which is required to be received by the Company, along with
the documentation set forth in the proxy statement, at least four
(4) hours prior to the appointed time of the Meeting, to be counted
for the Meeting.
About SharpLink
Founded in 2019, SharpLink is a leading online technology
company that connects sports fans, leagues, and sports websites to
relevant and timely sports betting content. SharpLink uses
proprietary, intelligent, online conversion technology to convert
sports fans into sports bettors for licensed, online sportsbook
operators. SharpLink's intelligent sports betting conversion and
engagement technology delivers and determines the best sportsbook
betting offers and experience for each identified user. Using
sophisticated behavioral modeling and tracking technologies, and by
analyzing users' past and present behaviors, we shape the
experience and bring users to the right outcome, faster.
Additionally, SharpLink specializes in helping sports media
companies develop strategies, products and innovative solutions to
drive deep customer engagement with highly interactive sports games
and mobile applications. SharpLink is based in Minneapolis,
MN, and is run by industry veterans with several successful exits
in the sports gaming sector. For more information please visit
the SharpLink website at www.sharplink.com.
About MTS
Mer Telemanagement Solutions Ltd. (MTS) is focused on innovative
products and services for enterprises in the area of telecom
expense management (TEM), call accounting and contact center
software. Headquartered in Israel,
MTS markets its solutions through wholly-owned subsidiaries in
Israel, the U.S. and Hong Kong, as well as through distribution
channels. For more information please visit the MTS web site:
www.mtsint.com
Forward Looking Statements
Certain matters discussed in this news release are
forward-looking statements that involve a number of risks and
uncertainties including, but not limited to, the approval of the
Transaction and related proposals by the Company's shareholders,
the fulfillment of other conditions to the consummation of the
Transaction, the Company's ability to achieve profitable
operations, its ability to continue to operate as a going
concern, its ability to continue to meet NASDAQ continued listing
requirements, customer acceptance of new products,
the effects of the spread of Coronavirus (COVID-19) and
future measures taken by authorities in the countries in which we
operate on our operations, the demand for our products and our
customers' economic condition, the impact of competitive products
and pricing, market acceptance, the lengthy sales cycle,
proprietary rights of the Company and its competitors, risk of
operations in Israel,
general economic conditions and other risk factors detailed
in the Company's annual report and other filings with the United
States Securities and Exchange Commission.
MTS Contact:
Ofira
Bar
CFO
Tel: +972-9-7777-540
Investors Contact:
Okapi Partners LLC.
Chuck Garske
Christian Jacques
+1 212-297-0720
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SOURCE Mer Telemanagement Solutions Ltd. (MTS)