TransAct Technologies Announces Cooperation Agreement with 325 Capital and Harbert Discovery Fund
Daniel Friedberg and Audrey Dunning Appointed to the Company’s Board of Directors
March 31, 2022 ... HAMDEN, Conn.--(BUSINESS WIRE)--TransAct Technologies Incorporated (Nasdaq: TACT) (“TransAct” or the “Company”), a global leader in software-driven technology and printing solutions for high-growth markets, today announced that it has entered into a Cooperation Agreement with 325 Capital Master Fund LP and certain of its affiliates (collectively, “325 Capital”) and Harbert Discovery Fund, LP and certain of its affiliates (collectively, “Harbert Discovery Fund”). 325 Capital and Harbert Discovery Fund combined have reported beneficial ownership of approximately 16.8 percent of TransAct’s outstanding shares of common stock.
The terms of the Cooperation Agreement include, among others, (i) the appointment of both Daniel M. Friedberg and Audrey P. Dunning to TransAct’s Board of Directors (the “Board”), which will increase in size from five to seven directors, (ii) the continuation of the commitment by the Company to declassify the Board by submitting to stockholders a binding proposal at the upcoming annual meeting of stockholders (the “2022 Annual Meeting”), and (iii) an agreement by the Company to separate the roles of Board Chair and CEO in advance of the 2022 Annual Meeting. Consistent with the Cooperation Agreement, the Board elected Haydee Ortiz Olinger to serve as Chairman of the Board, effective immediately. In addition, 325 Capital and Harbert Discovery Fund have agreed to certain customary standstill and voting commitments beginning on the date of the Cooperation Agreement and ending 45 days prior to the opening of the window for the submission of stockholder nominations for the Company’s 2023 Annual Meeting of Stockholders.
“TransAct is committed to an open dialogue with our stockholders and we welcome all investor perspectives on the Company’s long-term opportunities to create stockholder value,” said Bart C. Shuldman, CEO of TransAct. “We are pleased to welcome Ms. Dunning, a technology industry veteran who has financial services, retail and technology experience, and Mr. Friedberg, who currently serves as Managing Partner of 325 Capital and has broad management consulting and industry leadership experience, to the Board. Both should bring their expertise and perspective in the boardroom as we continue to grow in our food service technology market.”
“The actions taken today are an important step forward as we seek to maximize value for every TransAct stockholder,” said Daniel M. Friedberg, Managing Partner of 325 Capital. “We are pleased to have aligned with TransAct’s management team and Board and look forward to working together with the Company to drive long-term value and add to our already productive relationship.”
“Mr. Friedberg and Ms. Dunning are perfectly qualified to bring their relevant expertise and fresh perspectives to the Board,” said Kenan H. Lucas, Managing Director and Portfolio Manager at Harbert Discovery Fund. “We thank TransAct for its constructive approach during this process, and we are confident that the addition of the new Board members will help the Company to deliver solid execution on its initiatives.”
March 31, 2022 ... HAMDEN, Conn.--(BUSINESS WIRE)--TransAct Technologies Incorporated (Nasdaq: TACT) (“TransAct” or the “Company”), a global leader in software-driven technology and printing solutions for high-growth markets, today announced that it has entered into a Cooperation Agreement with 325 Capital Master Fund LP and certain of its affiliates (collectively, “325 Capital”) and Harbert Discovery Fund, LP and certain of its affiliates (collectively, “Harbert Discovery Fund”). 325 Capital and Harbert Discovery Fund combined have reported beneficial ownership of approximately 16.8 percent of TransAct’s outstanding shares of common stock.
The terms of the Cooperation Agreement include, among others, (i) the appointment of both Daniel M. Friedberg and Audrey P. Dunning to TransAct’s Board of Directors (the “Board”), which will increase in size from five to seven directors, (ii) the continuation of the commitment by the Company to declassify the Board by submitting to stockholders a binding proposal at the upcoming annual meeting of stockholders (the “2022 Annual Meeting”), and (iii) an agreement by the Company to separate the roles of Board Chair and CEO in advance of the 2022 Annual Meeting. Consistent with the Cooperation Agreement, the Board elected Haydee Ortiz Olinger to serve as Chairman of the Board, effective immediately. In addition, 325 Capital and Harbert Discovery Fund have agreed to certain customary standstill and voting commitments beginning on the date of the Cooperation Agreement and ending 45 days prior to the opening of the window for the submission of stockholder nominations for the Company’s 2023 Annual Meeting of Stockholders.
“TransAct is committed to an open dialogue with our stockholders and we welcome all investor perspectives on the Company’s long-term opportunities to create stockholder value,” said Bart C. Shuldman, CEO of TransAct. “We are pleased to welcome Ms. Dunning, a technology industry veteran who has financial services, retail and technology experience, and Mr. Friedberg, who currently serves as Managing Partner of 325 Capital and has broad management consulting and industry leadership experience, to the Board. Both should bring their expertise and perspective in the boardroom as we continue to grow in our food service technology market.”
“The actions taken today are an important step forward as we seek to maximize value for every TransAct stockholder,” said Daniel M. Friedberg, Managing Partner of 325 Capital. “We are pleased to have aligned with TransAct’s management team and Board and look forward to working together with the Company to drive long-term value and add to our already productive relationship.”
“Mr. Friedberg and Ms. Dunning are perfectly qualified to bring their relevant expertise and fresh perspectives to the Board,” said Kenan H. Lucas, Managing Director and Portfolio Manager at Harbert Discovery Fund. “We thank TransAct for its constructive approach during this process, and we are confident that the addition of the new Board members will help the Company to deliver solid execution on its initiatives.”
