Filed by WPCS International Incorporated
pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934,
as amended.
Subject Company: WPCS International Incorporated
Commission File No.: 001-34643
SEC Declares Form S-4 “Effective”
for
Proposed Merger of WPCS with DropCar,
Inc.
Special Meeting of Stockholders Scheduled
for January 17, 2018 to Vote on the Merger
SUISUN, Calif. - (Globe Newswire -
December 18, 2017) -
WPCS International Incorporated (
NASDAQ
:
WPCS
),
a low-voltage solutions provider, and DropCar, Inc. (“DropCar”) a privately-held
provider of app-based automotive
logistics and concierge services for both consumers and the automotive industry, announced today that in connection with their
proposed merger (the “Merger”) the WPCS registration statement on Form S-4 (File No. 333-220891) (the “Registration
Statement”) was declared “effective” by the U.S. Securities and Exchange Commission (the “SEC”) on
December 14, 2017.
A Special Meeting of WPCS stockholders
to vote on the Merger is scheduled to be held on January 17, 2018 at 9:30 a.m. Eastern Daylight Time at the offices of Morse, Zelnick,
Rose & Lander, LLP, 825 Third Avenue, 16
th
Floor, New York, NY 10022. WPCS stockholders of record as of the close
of business on December 14, 2017 are entitled to vote at the Special Meeting.
According to WPCS Chief Executive Officer,
Sebastian Giordano, “Over the past four years, amidst a successful restructuring, WPCS sought viable opportunities that we
believed could provide the best potential to build stockholder value. Our search culminated in identifying DropCar as such an opportunity
and, with the effectiveness of the Registration Statement, we are thrilled to be moving another step closer towards completing
this transaction. From a market opportunity perspective, on-demand mobility services are a rapidly growing trend, and, in our evaluation,
DropCar is well-positioned in this space, with both its B2C and B2B vehicle support subscription offerings.”
The Registration Statement containing
the proxy statement/prospectus/information statement is available through the SEC’s website at
www.sec.gov
or
via
www.wpcs.com
. WPCS expects to begin mailing the proxy statement/prospectus to stockholders
over the coming days. Stockholders holding shares in brokerage accounts should receive proxy statements/prospectuses/information
statement from their broker. The proxy statement/prospectus/information statement provides important information about the proposed
Merger, as well as voting instructions.
The Merger, if consummated, will result in
WPCS
stockholders owning approximately
16% of the outstanding shares of WPCS following the Merger. In addition to WPCS and DropCar
stockholder approval of the
Merger,
the consummation of the Merger is further subject
to a $4 - $5 million Merger Financing to be provided by DropCar at closing and other customary closing conditions. The Merger is
expected to close, as soon as practical, following receipt of the required stockholder approvals and the fulfillment of the other
closing conditions.
About
WPCS
WPCS is a full-service, low-voltage solutions provider, installing
and servicing integrated structured cabling, audio-visual and security systems for public services, healthcare, energy and corporate
enterprise markets in the United States. The Company delivers end-to-end solutions, superior project management and best-in-class
products and technology. For more information about WPCS, please visit
www.wpcs.com
.
ABOUT DROPCAR
Founded and launched in New York City in 2015, DropCar offers
a cloud-based platform and mobile app that help consumers and automotive-related companies reduce the cost, hassles and inefficiencies
of owning a car, or fleet of cars, in metropolitan areas. Its technology platform blends the efficiency and scale of cloud computing,
machine learning and connected cars with the high-touch of highly trained drivers to transport cars to/from fully staffed, secure
garages to/from the people (or businesses) who own them. Consumers use DropCar’s mobile app to ease the cost and stress
of owning a car in the city.
Dealerships, leasing companies, OEMs and shared
mobility providers use DropCar’s enterprise platform to reduce costs, streamline logistics and deepen relationships with
customers.
More information is available at
www.dropcar.com
.
Additional Information
about the Proposed Merger and Where to Find It
In connection with the
proposed Merger, a WPCS registration statement on Form S-4, which contains a proxy statement/ prospectus /information statement
was declared effective by the SEC on December 14, 2017 (SEC File No. 333-220891). Investors and securityholders of WPCS and DropCar
are urged to read the proxy statement/prospectus/information statement, which contains important information about WPCS and DropCar,
before making any voting or investment decision with respect to the proposed Merger. The proxy statement/prospectus/information
statement and other relevant materials, and any other documents filed by WPCS with the SEC, may be obtained free of charge at
the SEC web site at
www.sec.gov
.
In addition, investors
and securityholders may obtain free copies of the documents filed with the SEC by WPCS by directing a written request to: WPCS
International Incorporated, 521 Railroad Way, Suisun City, CA 94585, Attention: Chief Financial Officer.
This communication shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in the proposed
merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in
the Solicitation
WPCS and its directors
and executive officers and DropCar and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of WPCS in the proposed transaction. Information regarding the special interests of these
directors and executive officers in the proposed Merger is included in the proxy statement/prospectus/information statement referred
to above. Additional information regarding the directors and executive officers of WPCS is also included in WPCS’s Annual
Report on Form 10-K for the year ended April 30, 2017, which was filed with the SEC on July 21, 2017. These documents are available
free of charge at the SEC’s web site (
www.sec.gov
) and from Investor Relations at WPCS at the address described above.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements"
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements with respect to the Company's future growth opportunities and strategic plan. Forward-looking statements
are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends,
the economy, other future conditions and the risk factors detailed from time to time in the Company’s periodic filings with
the Securities and Exchange Commission, including without limitation, the Company’s Annual Report on Form 10-K for the year
ended April 30, 2017. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and
financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely
on any of these forward-looking statements. Any forward-looking statement made by us in this press release is based only on information
currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information,
future developments or otherwise.
INVESTOR RELATIONS CONTACT
Investor Relations Department
917.909.6330
IR@wpcs.com
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