MTS Announces 2021 Extraordinary General Meeting of Shareholders to Approve Merger with SharpLink, Inc. and Related Proposals

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[{"type":"text","content":"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. \n \n \nThe agenda of the Meeting is as follows: \n1. Resolutions in connection with the approval of the Transaction:\na. 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\");\nb. 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 Bo...

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