Transaction Expected to Close During First
Calendar Quarter of 2021
Telenav, Inc. (NASDAQ: TNAV), a leading provider of
connected-car and location-based services, today announced the
expiration of the 30-day “go-shop” period under the terms of the
previously announced definitive merger agreement, pursuant to which
V99, Inc., a Delaware corporation led by HP Jin, Co-Founder,
President, and Chief Executive Officer of Telenav, will acquire
Telenav for $4.80 per share in an all cash transaction. The
“go-shop” period expired at 11:59 p.m. PT on December 2, 2020.
During the “go-shop” period, Telenav’s Special Committee, with
the assistance of B. Riley Securities, Inc. (“B. Riley
Securities”), Telenav’s financial advisor, actively solicited
alternative acquisition proposals from third parties that the
Special Committee and B. Riley Securities believed might be
interested in a possible alternative transaction. During the
“go-shop” period, B. Riley Securities had substantive discussions
with three parties that B. Riley Securities had contacted prior to
the announcement of the definitive merger agreement, and B. Riley
Securities contacted 39 third parties that it had not contacted
prior to the announcement of the definitive merger agreement. The
Special Committee did not receive any alternative acquisition
proposals from any third party during the “go-shop” period.
Upon expiration of the “go-shop” period, Telenav became subject
to customary “no-shop” restrictions under the merger agreement that
limit its and its representatives’ ability to solicit alternative
acquisition proposals from third parties, provided that the Special
Committee may still consider alternative proposals in accordance
with the “fiduciary out” provisions of the merger agreement.
The transaction is expected to close during the first calendar
quarter of 2021, subject to customary closing conditions, including
approval by Telenav stockholders, approval by Telenav stockholders
holding a majority of the outstanding shares owned by stockholders
other than Mr. Jin, Mr. Chen, Changbin Wang, and each of their
affiliates and related parties, and receipt of regulatory
approvals. Upon closing of the transaction, Telenav common stock
will no longer be listed on any public market.
About Telenav, Inc.
Telenav is a leading provider of connected car and
location-based services, focused on transforming life on the go for
people - before, during, and after every drive. Leveraging our
location platform, we enable our customers to deliver custom
connected car and mobile experiences. To learn more about how
Telenav’s location platform powers personalized navigation,
mapping, big data intelligence, social driving, and location-based
advertising, visit www.telenav.com.
“Telenav” and the “Telenav” logo are registered trademarks of
Telenav, Inc. Unless otherwise noted, all other trademarks, service
marks, and logos used in this press release are the trademarks,
service marks or logos of their respective owners.
© 2020 Telenav, Inc. All Rights Reserved.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. These forward-looking
statements represent Telenav’s expectations or beliefs concerning
future events. Words such as “could,” “will,” “may,” “assume,”
“forecast,” “strategy,” “guidance,” “outlook,” “target,” “expect,”
“intend,” “plan,” “estimate,” “anticipate,” “believe” or “project”
and similar expressions are used to identify forward-looking
statements. Without limiting the generality of the foregoing,
forward-looking statements contained in this press release include
Telenav’s expectations regarding V99’s agreement to acquire Telenav
(the “Agreement”), the terms and conditions of the Agreement, and
the timing of the closing of the proposed transaction.
Forward-looking statements can be affected by assumptions used or
known or unknown risks or uncertainties. Consequently, no
forward-looking statements can be guaranteed and actual results may
differ materially and adversely from those reflected in the
forward-looking statements. Factors that could cause actual results
to differ materially from those indicated in the forward-looking
statements include, among others, the failure to obtain the
approval of Telenav’s stockholders, including a majority of the
outstanding shares of Telenav’s common stock owned by stockholders
other than HP Jin, Samuel Chen and Changbin Wang, and each of their
affiliates and other related parties, in connection with the
proposed transaction; the failure to consummate or delay in
consummating the proposed transaction for other reasons; the risk
that a condition to closing of the proposed transaction may not be
satisfied or that required financing for the proposed transaction
may not be available or may be delayed; the risk that a regulatory
approval that may be required for the proposed transaction is
delayed, is not obtained, or is obtained subject to conditions that
are not anticipated; the effect of the proposed transaction on
Telenav’s business and operating results and impact on the trading
price of shares of Telenav common stock; the diversion of
management time on transaction-related issues. Any forward-looking
statement made by Telenav in this press release is based only on
information currently available to Telenav and speaks only as of
the date on which it is made. Except as required by applicable law
or regulation, Telenav does not assume any obligation to update any
such forward-looking statements whether as the result of new
developments or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving Telenav and V99. In connection with the
proposed transaction, Telenav intends to file relevant materials
with the Securities and Exchange Commission (the “SEC”), including
a proxy statement on Schedule 14A. Promptly after filing its
definitive proxy statement with the SEC, Telenav will mail the
definitive proxy statement and a proxy card to each stockholder of
Telenav entitled to vote at the special meeting relating to the
proposed transaction. This communication is not a substitute for
the proxy statement or any other document that Telenav may file
with the SEC or send to its stockholders in connection with the
proposed transaction. BEFORE MAKING ANY VOTING DECISION,
STOCKHOLDERS OF TELENAV ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
TELENAV WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TELENAV AND THE
PROPOSED TRANSACTION. The definitive proxy statement and other
relevant materials in connection with the proposed transaction
(when they become available), and any other documents filed by
Telenav with the SEC, may be obtained free of charge at the SEC’s
website (http://www.sec.gov) or at Telenav’s website
(https://www.telenav.com/) or by contacting Telenav’s Investor
Relations at IR@telenav.com.
Participants in the Solicitation
Telenav and its directors and executive officers, including HP
Jin and Samuel Chen, may be deemed to be participants in the
solicitation of proxies from Telenav’s stockholders with respect to
the proposed transaction. Information about Telenav’s directors and
executive officers and their ownership of Telenav’s common stock is
set forth in Telenav’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2020, which was filed with the SEC on August
21, 2020, as amended on October 26, 2020. Additional information
regarding the potential participants, and their direct or indirect
interests in the proposed transaction, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the proposed
transaction.
TNAV-F TNAV-C
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version on businesswire.com: https://www.businesswire.com/news/home/20201203005541/en/
Bishop IR Mike Bishop 415-894-9633 IR@telenav.com OR Joele
Frank, Wilkinson Brimmer Katcher Eric Brielmann / Rose Temple
212-355-4449
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