Item 8.01. Other Events.
As previously announced, on November 2, 2020, Telenav, Inc., a Delaware
corporation ("Telenav" or the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with V99, Inc, a Delaware corporation led by HP
Jin, Co-Founder, President, and Chief Executive Officer of Telenav ("Parent"),
and Telenav99, Inc., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the
Company (the "Merger"), with the Company surviving the Merger as a wholly owned
subsidiary of Parent.
Expiration of "Go-Shop" Period
Pursuant to the Merger Agreement, the Company had the right to a 30-day
"go-shop" period beginning on November 2, 2020 to solicit alternative
acquisition proposals from third parties and to provide information to, and
participate in discussions and engage in negotiations with, third parties
regarding any alternative acquisition proposals. During the go-shop period, a
special committee of the board of directors of the Company (the "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. On
December 2, 2020, at 11:59 p.m. Pacific time, the Company's go-shop period
expired pursuant to the terms of the Merger Agreement. As of the expiration of
such go-shop period, the Special Committee may still consider alternative
proposals in accordance with the "fiduciary out" provisions of the Merger
Agreement. However, the Company has otherwise become subject to customary
"no-shop" restrictions on its ability to solicit alternative acquisition
proposals from third parties and to provide information to, and participate in
discussions and engage in negotiations with, third parties regarding any
alternative acquisition proposals.
A copy of the press release announcing the expiration of the go-shop period is
attached hereto as Exhibit 99.1 and is incorporated herein by reference
Early Termination of Waiting Period
On December 3, 2020, the U.S. Federal Trade Commission notified the Company that
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") was granted, effective immediately. The
consummation of the Merger is conditioned upon, among other things, the
expiration or termination of any waiting periods applicable to the consummation
of the Merger under the HSR Act, and remains subject to approval by the
Company's stockholders as specified in the Merger Agreement and the satisfaction
or waiver of other customary closing conditions set forth in the Merger
Agreement.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving the Company and Parent. In connection with the proposed transaction,
the Company 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, the Company will mail
the definitive proxy statement and a proxy card to each stockholder of the
Company 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 Company may file with the SEC or send to its
stockholders in connection with the proposed transaction. BEFORE MAKING ANY
VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY 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 the
Company with the SEC, may be obtained free of charge at the SEC's website
(http://www.sec.gov) or at the Company's website (https://www.telenav.com/) or
by contacting the Company's Investor Relations at IR@telenav.com.
Participants in the Solicitation
The Company and its directors and executive officers, including HP Jin and
Samuel Chen, may be deemed to be participants in the solicitation of proxies
from the Company's stockholders with respect to the proposed transaction.
Information about the Company's directors and executive officers and their
ownership of the Company'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.
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Notice Regarding Forward-Looking Statements
This communication, and documents to which the Company refers you in this
communication, contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements represent the
Company'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 communication include the Company's expectations
regarding the Merger Agreement and the terms and conditions of the Merger
Agreement. 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 the Company's stockholders, including a majority of the outstanding
shares of the Company'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
the Company's business and operating results and impact on the trading price of
shares of the Company's common stock; the diversion of management time on
transaction-related issues. Any forward-looking statement made by the Company in
this communication is based only on information currently available to the
Company and speaks only as of the date on which it is made. Except as required
by applicable law or regulation, the Company does not assume any obligation to
update any such forward-looking statements whether as the result of new
developments or otherwise.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press release of Telenav, Inc., dated December 3, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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