INTRODUCTION
This Amendment No. 2 (the Final Amendment) to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended, the 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 Final Amendment are referred to as the Filing Persons.
This Final Amendment
relates to the Agreement and Plan of Merger, dated as of November 2, 2020 and as amended on December 17, 2020 (the Merger Agreement), by and among the Company, Parent and Merger Sub. On February 17, 2021, pursuant
to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Parent (the Merger).
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the
subject of the Transaction Statement.
All information set forth in this Final Amendment should be read in conjunction with the information contained or
incorporated by reference in the Transaction Statement, as amended to date.
Item 10.
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Source and Amounts of Funds or Other Consideration
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Item 10 is hereby amended and supplemented as follows:
On February 17, 2021, as contemplated by the Commitment Letter, dated as of November 2, 2020 and as amended on December 17,
2020, by and among Dr. Jin, Samuel Chen, Digital and Parent, Parent, as a guarantor, Merger Sub, as borrower, Dr. Jin and Digital, as lenders, entered into that certain Credit Agreement (the Credit Agreement), providing
for Dr. Jin and Digital to advance loans to Merger Sub (i) to finance the consideration for the Merger to the Companys equityholders, (ii) to repay or prepay indebtedness required under the Merger Agreement to be repaid or
prepaid on the closing date of the Merger, and (iii) to pay all fees and expenses associated with the Merger incurred by Parent, Merger Sub and their affiliates and required to be paid on the closing date of the Merger (Permitted
Uses), subject to the terms and conditions set forth in the Credit Agreement. The total amount of consideration payable at the closing of the Merger to the Companys equityholders was approximately $232,000,000. Reference is hereby
made to such Credit Agreement, which is attached hereto as Exhibit (b)-(3) and incorporated herein by reference.
Set forth below is a
summary of the material terms of the Credit Agreement:
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Interest Rate: The loans bear interest at a per annum rate equal to 3.8%.
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Maturity Date: Fifth anniversary of the date on which the first loan is advanced.
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Payment: The borrower shall repay the outstanding principal amount of the loans on the maturity
date and pay interest on the outstanding principal amount of the loans on the maturity date and, at the election of the applicable lender upon five business days notice to the borrower, quarterly on the last business day of each March, June,
September and December.
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Availability Period and Commitment Amount: During the period from the date of the Credit Agreement
through and including the date that is two years after the closing date of the Merger, each lender is required to make advances to the borrower in an aggregate amount at any time outstanding not to exceed such lenders pro rata share of the
aggregate amount required to fund Permitted Uses, not to exceed $257,000,000, as set forth in the Credit Agreement.
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