INTRODUCTION
This Rule 13E-3 Transaction Statement, together with the exhibits hereto (this Transaction
Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), by:
(i) Telenav, Inc., a Delaware corporation (the Company), and the issuer of the shares of common stock, par value $0.001 per share (the Common Stock) that are subject to the Rule 13e-3 transaction; (ii) V99, Inc., a Delaware corporation (Parent); (iii) Telenav99, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub
and, together with Parent, the Purchaser Parties); (iv) H.P. Jin (Dr. Jin); (v) Digital Mobile Venture Limited, a British Virgin Islands company (Digital); (vi) Samuel Chen;
(vii) Fiona Chang; (viii) Yi-Ting Chen; (ix) Yi-Chun Chen; and (x) Changbin Wang (together with the Purchaser Parties, Dr. Jin, Digital, Samuel
Chen, Fiona Chang, Yi-Ting Chen and Yi-Chun Chen, the Purchaser Group). Collectively, the persons filing this Transaction Statement are referred to as
the Filing Persons.
On November 2, 2020, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as
amended on December 17, 2020 or thereafter amended or supplemented, the Merger Agreement), pursuant to which Merger Sub shall merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary
of Parent (the Merger). Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the Proxy Statement) under Regulation 14A of the Exchange
Act, relating to a special meeting of the stockholders of the Company at which the holders of the Common Stock will be asked to consider and vote on a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement by the affirmative
vote of the holders of (i) at least a majority of the outstanding shares of Common Stock and (ii) at least sixty-six and two-thirds percent of the outstanding
shares of Common Stock not beneficially owned by any member of the Purchaser Group (and any affiliate of the foregoing Purchaser Group or any trust in which a member of the Purchaser Group is a beneficiary). A copy of the Proxy Statement is attached
hereto as Exhibit (a)(2)(i) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement.
Under the terms of the Merger Agreement, at
the effective time of the Merger (the Effective Time), each share of the Common Stock outstanding immediately prior to the Effective Time (other than shares held by any of the Companys stockholders who are entitled to and
properly exercise appraisal rights under Delaware law (dissenting shares)) will be converted into the right to receive $4.80 in cash, without interest (the Merger Consideration), less any applicable withholding
taxes, whereupon all such shares will be automatically canceled and will cease to exist, and the holders of such shares will cease to have any rights with respect thereto other than the right to receive the Merger Consideration.
At the Effective Time, each stock option of the Company that is outstanding and unexercised as of immediately prior to the Effective Time, will immediately
vest and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such stock option, and
(ii) the total number of shares of Common Stock subject to such stock option as of immediately prior to the Effective Time, less any taxes required to be withheld (provided, however, that any stock option for which its per share exercise price
is greater than the Merger Consideration will be cancelled and terminated at the Effective Time for no consideration).
The Companys restricted
stock unit awards covering shares of Common Stock (RSUs) that are outstanding and vested as of immediately prior to the Effective Time but for which the shares of Common Stock issuable with respect thereto have not yet been
delivered prior to the Effective Time will be 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
RSUs, less any taxes required to be withheld.
Each RSU that is unvested, outstanding and unsettled immediately prior to the Effective Time will be
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 holders satisfaction of any vesting based on
continued service (including any accelerated vesting in connection with a termination of service) that applied to the corresponding RSU immediately prior to the Effective Time.
As of December 5, 2020, the members of the Purchaser Group beneficially owned 16,629,370 shares of Common Stock, representing approximately 34.7% of the
Companys total issued and outstanding Common Stock (including 103,091 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of December 5, 2020).