Introductory Note
This Current Report on Form 8-K is being filed in connection with
the completion of the transactions contemplated by that certain
Agreement and Plan of Merger (the “Merger Agreement”), dated as of
November 2, 2020 (as amended December 17, 2020), by and
among Telenav, Inc., a Delaware corporation (“Telenav”), V99, Inc., a Delaware
corporation (“V99”)
and Telenav99, Inc., a Delaware corporation and a wholly owned
subsidiary of V99 (“Merger
Sub”). On February 17, 2021, pursuant to the Merger
Agreement, Merger Sub merged with and into Telenav, with Telenav
continuing as the surviving entity and a wholly owned subsidiary of
V99 (the “Merger”).
Capitalized terms used but not otherwise defined herein have the
meaning set forth in the Merger Agreement.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets
|
As a result of the Merger, Telenav became a wholly owned subsidiary
of V99 and each issued and outstanding share of Telenav common
stock, par value $0.001 per share, outstanding as of immediately
prior to the Effective Time (other than Cancelled Shares) was
cancelled and automatically converted into the right to receive
$4.80 in cash, without interest thereon (the “Merger Consideration”).
Additionally, at the Effective Time, each:
| |
(x) |
Stock Option that was outstanding and unexercised as of immediately
prior to the Effective Time was cancelled and terminated at the
Effective Time for no consideration;
|
| |
(y) |
Company RSU Award (or portion thereof) that was outstanding and
vested as of immediately prior to the Effective Time but which had
not settled into shares of Company Common Stock was cancelled and
converted into the right to receive an amount in cash, without
interest, equal to the Merger Consideration for each share of
Common Stock otherwise deliverable in settlement of such vested
Company RSU Award (or portion thereof), less any taxes required to
be withheld; and
|
| |
(z) |
Company RSU Award (or portion thereof) that was unvested,
outstanding and unsettled immediately prior to the Effective Time
was cancelled and converted into the unfunded, unsecured right to
receive an amount in cash, without interest, equal to the Merger
Consideration (less any taxes required to be withheld), subject to
the holder’s satisfaction of any time-based vesting terms
(including any accelerated vesting in connection with a termination
of service) that applied with respect to the underlying Company RSU
Award immediately prior to the Effective Time.
|
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to (i) the other items
of this Current Report on Form 8-K and (ii) the Merger Agreement,
which is filed herewith as Exhibit 2.1 and is incorporated by
reference herein.
| ITEM 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
|
The information set forth under Item 2.01 is incorporated herein by
reference.
In connection with the closing of the Merger, Telenav notified the
NASDAQ Global Market (“NASDAQ”) on February 17, 2021 that each
outstanding share of Telenav common stock (except as described in
Item 2.01 hereof) was converted pursuant to the Merger Agreement as
described under Item 2.01, and Telenav requested that NASDAQ file a
Form 25 with the Securities and Exchange Commission (the “SEC”) to
remove the Telenav common stock from listing on NASDAQ and
deregister the NASDAQ common stock pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended.
| ITEM 3.03 |
Material Modification to Rights of Security Holders.
|
The information set forth under Item 2.01 and Item 3.01is
incorporated herein by reference.
