Special Meeting of Kaleyra Stockholders to be
Held on September 28, 2023
NEW
YORK, Sept. 20, 2023 /PRNewswire/ -- Kaleyra,
Inc. (NYSE: KLR) ("Kaleyra" or the "Company"), a global omnichannel
integrated communication services provider with a set of
proprietary platforms, offering targeted personalisation through
messaging, video, push notifications, e-mail and voice-based
services, and chatbots, would like to remind stockholders that its
Special Meeting of Stockholders (the "Special Meeting") to consider
and vote on the adoption of the Agreement and Plan of Merger (the
"Merger Agreement") entered into by the Company with Tata
Communications Limited, a company listed on BSE Limited and
National Stock Exchange of India Limited ("Tata Communications"),
pursuant to which TC Delaware Technologies Inc., a Delaware corporation and wholly owned
subsidiary of Tata Communications ("Merger Sub"), will merge with
and into the Company, with the Company surviving as a wholly owned
subsidiary of Tata Communications (the "Merger").
Stockholders are encouraged to vote as soon as possible by Proxy
in advance of the Special Meeting by one of the methods described
in the Proxy Statement previously distributed to stockholders. In
addition, the Company announced that leading independent proxy
advisory firms Institutional Shareholder Services ("ISS") and
Glass, Lewis & Co. ("Glass Lewis") have recommended that
Kaleyra stockholders vote FOR the approval and adoption of
the Merger Agreement and the Merger at the Special Meeting.
"We appreciate the recommendations of both leading proxy
advisory firms to vote for our Merger Agreement and Merger with
Tata Communications, which we believe will deliver significant
value creation to all Kaleyra stockholders," said Dr. Avi Katz, Chairman of the Board of Directors of
Kaleyra. "We look forward to our Special Meeting of stockholders
next week and ultimately completing our transaction with Tata
Communications."
All stockholders of record as of the close of business on
August 8, 2023 are entitled to vote
at the Special Meeting. If you plan to attend the virtual Special
Meeting or vote by Proxy in advance of the Special Meeting, you
will need the 12-digit control number sent to you in the provided
proxy materials. If you are unable to locate your control number,
or if you have any other questions about the Special Meeting or
voting procedures, please contact the Company's proxy solicitor,
Okapi Partners, at (844) 203-3605 or info@okapipartners.com.
About Kaleyra
Kaleyra, Inc. (NYSE: KLR) (NYSE
American: KLR WS) is a global group providing mobile communication
services to financial institutions, e-commerce players, OTTs,
software companies, logistic enablers, healthcare providers,
retailers, and other large organizations worldwide. Through its
proprietary platform and robust APIs, Kaleyra manages multi-channel
integrated communication services, consisting of messaging, rich
messaging and instant messaging, video, push notifications, e-mail,
voice services, and chatbots. Kaleyra's technology makes it
possible to safely and securely manage billions of messages monthly
with over 1600 operator connections in 190+ countries, including
all tier-1 US carrier.
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws. Such forward-looking
statements include, but are not limited to, its omnichannel and
other product and global customer developments, its expectations,
beliefs, intentions, plans, prospects or strategies regarding the
business plans of the Company's management team. Any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. The
forward-looking statements contained in this communication are
based on certain assumptions and analyses made by the Company in
light of its experience and perception of historical trends,
current conditions and expected future developments and their
potential effects on the Company as well as other factors they
believe are appropriate in the circumstances. There can be no
assurance that future developments affecting the Company will be
those anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond the
control of the parties) or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements, including
the Company's ability to regain compliance with the NYSE Listing
Company Manual, the mix of services utilized by the Company's
customers and such customers' needs for these services, including
any variability by geography, market acceptance of new service
offerings, the ability of the Company to expand what it does for
existing customers as well as to add new customers, that the
Company will have sufficient capital to operate as anticipated, and
the impact of other geopolitical and macroeconomic factors such as
the war in Ukraine, may have on
the Company's operations, the demand for the Company's products,
global supply chains and economic activity in general. Additional
risk factors that that may cause such a difference include, but are
not limited to: (i) the ability of the parties to consummate the
proposed transaction in a timely manner or at all; (ii) the
satisfaction (or waiver) of closing conditions to the consummation
of the proposed transaction; (iii) potential delays in consummation
the proposed transaction; (iv) the ability of the Company and Tata
Communications to timely and successfully achieve the anticipated
benefits of the proposed transaction; (v) the occurrence of any
event, change or other circumstance or condition that could give
rise to the termination of the merger agreement; (vi) significant
transaction costs associated with the proposed transaction; (vii)
potential litigation relating to the proposed transaction; (viii)
the risk that disruptions from the proposed transaction will harm
the Company's business, including current plans and operations;
(ix) the ability of the Company to retain and hire key personnel;
(x) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed transaction; (xi) legislative, regulatory and economic
developments affecting the Company's business; (xii) general
economic and market developments and conditions; (xiii) the
evolving legal, regulatory and tax regimes under which the Company
operates; and (xiv) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the merger that could affect the Company's financial performance.
Therefore, you should not place undue reliance on any such
statements and caution must be exercised in relying on
forward-looking statements. Should one or more of these risks or
uncertainties materialize or should any of the assumptions being
made prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Additional Information and Where to Find It
The Company filed the Definitive Proxy Statement with the SEC on
August 18, 2023 in connection with
the solicitation of proxies to approve the Merger, which was sent
or provided to the Company's stockholders. STOCKHOLDERS ARE URGED
TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AND RELATED MATTERS. Stockholders may
obtain, free of charge, the Definitive Proxy Statement, any
amendments or supplements thereto, and any other relevant documents
filed by or which will be filed by the Company with the SEC in
connection with the Merger at the SEC's website
(http://www.sec.gov). Copies of the Company's Definitive Proxy
Statement, any amendments or supplements thereto, and any other
relevant documents filed by the Company with the SEC in connection
with the Merger will also be available, free of charge, at the
Company's investor relations website (investors.kaleyra.com) or by
or by contacting the Company's Investor Relations at
KLR@mzgroup.us.
Participants in the Solicitation
The Company, its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies from
stockholders in connection with the Merger. Information relating to
the foregoing can also be found in the Company's definitive proxy
statement for its 2022 Annual Meeting of Stockholders, which was
filed with the SEC on November 22, 2022, and is incorporated
by reference in the Definitive Proxy Statement. Additional
information regarding such participants, including their direct or
indirect interests, which may be different from those of the
Company's stockholders generally, is included in the Definitive
Proxy Statement and other relevant documents filed or to be filed
with the SEC in connection with the Merger. You may obtain free
copies of these documents using the sources indicated above.
Investor Contacts:
Shannon Devine or Mark Schwalenberg
MZ North America
203-741-8811
KLR@mzgroup.us
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SOURCE Kaleyra US