Kaleyra, Inc.(“Kaleyra” or the “Company”) responded to the intentional misrepresentations made by TCR Acquisition LLC (“TCR Acquisition”), Frederick Joyce and Giovanni Tarone about Kaleyra’s subsidiary, Campaign Registry, Inc. (“The Campaign Registry”).
The Company issued the following statement:
Frederick M. Joyce and his business partner, Giovanni Tarone, expressed interest in acquiring The Campaign Registry from Kaleyra. After careful evaluation in conjunction with the Company’s advisors, the Board of Directors determined the offer for the business was not in the best interest of the Company’s shareholders, and the Company communicated the Board’s unanimous decision to reject the offer to Messrs. Joyce and Tarone.
What followed has surprised and disturbed us.
Messrs. Joyce and Tarone, acting through a newly formed entity called TCR Acquisition LLC, made demonstrably and blatantly false claims in press releases and in private communications with our customers. It appears to us that Messrs. Joyce and Tarone are intentionally attempting to damage The Campaign Registry’s relationships and reputation with key customers and other stakeholders by knowingly publishing these false statements. Today, our lawyers demanded that they cease from further tortious conduct.
The Campaign Registry serves a vital and valuable function in ensuring that the identities of the senders of bulk text messages are known to the operators of mobile networks. The Campaign Registry does not control which messages or campaigns are permitted, and it has no visibility into, nor control over, the contents of messages sent to mobile phone users. The Campaign Registry, as the name implies, operates a registry – a database – in which bulk message senders provide information about their identity and their campaigns, so the mobile network operators and their infrastructure partners can control traffic on their own networks in conformity with their own policies. To be perfectly clear, The Campaign Registry does not control or regulate the senders or content of any messages; it provides a registry of campaign publishers to mobile network operators so they can verify the identities of message senders. In short, The Campaign Registry is a valuable business, but not one that has any influence over the ability of anyone to send messages or the content of those messages.
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The Campaign Registry is also appropriately managed, capitalized and owned. The Campaign Registry is a Delaware incorporated business and is headquartered in McLean, Virginia. Two of its three founders are U.S. citizens by birth (one a former Air Force instructor), and the other is Norwegian. It is wholly owned by Kaleyra, a Delaware corporation that is a publicly traded on the NYSE American exchange. Kaleyra operates from Milan and New York, with its principal executive offices in New York City. Kaleyra’s owners consist of hundreds of public market equity investors. None of these outside investors has access to – or any ability to control – The Campaign Registry’s data, policies, protocols, systems or processes. We are not aware of a single investor that is affiliated with the Chinese government or any other foreign government; indeed, we are not aware of any shareholder who is based in China. Expert lawyers at two AmLaw 100 law firms have unequivocally concluded that there are no CFIUS concerns with The Campaign Registry or its ownership by Kaleyra.
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