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Hudson Executive Files Definitive Proxy Materials in Connection With USA Technologies' Annual MeetingHudson Executive Capital LP ("Hudson Executive") a New York-based investment firm and the largest shareholder of USA Technologies (News - Alert), Inc. ("USAT" or the "Company") (OTC: USAT) with beneficial ownership of approximately 16.3% of common stock, today announced that it has filed a definitive proxy statement with the Securities and Exchange Commission for the election of eight highly-qualified, independent director nominees to USAT's Board of Directors in connection with the Company's 2020 Annual Meeting of Shareholders. Additionally, Hudson Executive is sending a letter to its fellow USAT shareholders outlining why it believes meaningful change to the Board is necessary and how, if elected, Hudson Executive's nominees will seek to restore proper governance, repair credibility with customers and investors, facilitate prudent capital allocation, and build long-term shareholder value. The full text of Hudson Executive's letter can be found below. December 9, 2019 Dear fellow shareholders of USA Technologies, Inc., As the largest shareholder of USA Technologies ("USAT" or the "Company"), Hudson Executive Capital LP ("Hudson Executive") invested in USAT with the intention of working collaboratively with the Company to return it to a strong growth profile, to generate profitability, and put it on a path to create long-term sustainable value for shareholders. We believe that with the right Board and management team, USAT can become an international leader in the fast-growing self-service retail payments market. Regrettably, USAT's Board of Directors (the "Board") has repeatedly mischaracterized its interactions with Hudson Executive, and, in our view, has taken numerous steps to entrench itself rather than embracing our expertise to realize USAT's full potential. As a result, we strongly believe the Board is putting the value of your investment in jeopardy. Hudson Executive believes the Board's blatant failure to impose controls, provide appropriate oversight and hold management accountable has cost shareholders dearly. Rather than recruit top talent to move USAT forward, the Board has relied on what we believe are a series of underqualified full-time and interim managers who have negatively impacted the Company's performance, reputation and brand while paying themselves generous compensation packages. This practice continues despite the loss of hundreds of millions in shareholder value. USAT's share price has declined by approximately 59% from its high in August 2018, shortly before the Company's accounting issues were disclosed. In addition, the Board executed unnecessary stock sales and financing arrangements, entrenched itself with a variety of governance changes including adopting a "poison pill" and approving unlawful bylaws that restrict shareholder rights, and fought in court to prevent shareholders from fully exercising our right to vote. Only after Hudson Executive's successful efforts in Pennsylvania State Court has the Company been ordered to set a shareholder vote two years after its last election. Shareholders deserve better. HUDSON EXECUTIVE'S DIRECTOR NOMINEES HAVE THE DEEP INDUSTRY EXPERIENCE NECESSARY TO BRING MEANINGFUL CHANGE AND CREATE LONG-TERM VALUE Hudson Executive believes meaningful change to the Board is the only way to ensure that shareholder value is not further eroded. Accordingly, Hudson Executive is seeking to elect a slate of eight highly-qualified, independent director candidates, who, if elected, will seek to restore proper governance, repair credibility with customers and investors, facilitate prudent capital allocation, and build long-term shareholder value. If elected, Hudson Executive's nominees, subject to their fiduciary duties, currently intend to focus on the following initiatives to reinvigorate USAT:
As owners of USAT, your vote in this election is critical. Hudson Executive exhausted every avenue to work constructively with the Board to restore value to the business. The Board has refused to meaningfully engage with us every step of the way. Moreover, we believe the incumbent directors have publicly mischaracterized those discussions in an attempt to further their own positions and compensation. The detailed history of our engagement is disclosed in the proxy statement under the heading "Background to this Solicitation" and we encourage all shareholders to read it. Help us protect the value of your investment and enable USAT to achieve its incredible potential. Send a clear message to the USAT Board that ENOUGH IS ENOUGH and return your proxy card today. WE URGE YOU TO VOTE THE "GOLD" PROXY CARD "FOR ALL" OF HUDSON EXECUTIVE'S NOMINEES IN CONNECTION WITH USAT'S UPCOMING ANNUAL MEETING OF SHAREHOLDERS. Very truly yours,
Douglas L. Braunstein
Cadwalader, Wickersham & Taft LLP and Pepper Hamilton LLP are serving as legal advisors to Hudson Executive.
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