TCR Acquisition LLC ('TCRA') Responds to Demonstrably False Assertions by Kaleyra About TCR’s Offer to Acquire Its Subsidiary, The Campaign Registry

https://www.washingtontimes.com/sponsored/tcr-acquisition-responds-false-assertions-kaleyra/ This is a public service response to factually incorrect assertions by Kaleyra made on August 24, 2022. Its purpose is to provide accurate information to shareholders, government regulators, and the general public. Neither TCRA nor its advisors have engaged in an “unlawful campaign” to “coerce Kaleyra to sell The Campaign Registry to TCRA.” The Campaign Registry itself recruited on or about May 13, 2022 one of TCRA’s representatives, prior to TCRA’s formation, with the intention of having him identify a buyer for The Campaign Registry. A Non-Disclosure Agreement was requested and sent by The Campaign Registry which was executed. At no time did TCRA or any of its representatives or advisors endeavor to “coerce” Kaleyra into selling itself or any of its affiliates at a “low-ball price.” Neither TCRA nor any of its representatives or advisors made any false statement regarding Kaleyra or The Campaign Registry. On or around June 9, 2022, in response to The Campaign Registry’s request to Giovanni Tarone that he find a buyer for it, a good faith “non-binding” offer was sent to Kaleyra offering to negotiate the purchase of Campaign Registry at a price to be negotiated and agreed on by the parties. There never was any “low-ball” price offer. Indeed, no specific purchase price was mentioned at all. Rather, TCRA’s non-binding Letter of Intent stated as follows: “Unless otherwise agreed to by both parties, and following completion of Due Diligence by Purchaser as defined herein, the Purchase Price for acquisition of 100% of the issued and outstanding common stock of TCRA shall be a multiple of net annual revenues, as agreed upon by Seller and Purchaser and put forth in the Stock Purchase Agreement, plus certain assumed debt or post-closing payment obligations set forth in the Stock Purchase Agreement.”

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