Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2020, Telenav, Inc., a Delaware corporation ("Telenav" or the
"Company"), entered into an Amendment No. 1 (the "Amendment") to the Agreement
and Plan of Merger (the "Merger Agreement" and together with the Amendment, the
"Amended Merger Agreement") by and among the Company, V99, Inc, a Delaware
corporation ("Parent") led by H.P. Jin, Co-Founder, President, and Chief
Executive Officer of Telenav, and Telenav99, Inc., a Delaware corporation and
wholly owned subsidiary of Parent ("Merger Sub"), previously announced on
November 3, 2020.
The Amended Merger Agreement provides that, upon the terms and subject to the
conditions set forth therein, Merger Sub will merge with and into the Company
(the "Merger"), with the Company surviving the Merger as a wholly owned
subsidiary of Parent. Capitalized terms used herein but not otherwise defined
have the meaning set forth in the Merger Agreement.
Under the terms of the Amendment, the Company, Parent and Merger Sub have agreed
to change a condition to consummation of the Merger from requiring receipt of a
vote in favor of adoption of the Amended Merger Agreement of the holders of a
majority of the outstanding shares of common stock not beneficially owned by
Parent, Merger Sub, any Affiliate of Parent or Merger Sub, including H.P. Jin,
Samuel Chen, Fiona Chang, Yi-Ting Chen, Yi-Chun Chen, Changbin Wang, and Digital
Mobile Venture Limited ("Digital"), or any Affiliate of the foregoing or trust
in which any of the foregoing are a beneficiary (the "Purchaser Group"), to
requiring receipt of a vote in favor of adoption of the Amended Merger Agreement
of the holders of 66 and 2/3% of the outstanding shares of common stock not
beneficially owned by members of the Purchaser Group.
In addition, under the terms of the Amendment, upon consummation of the Merger
each member of the Purchaser Group shall receive the same per-share
consideration for such person's shares of common stock as the other stockholders
of the Company.
Except as expressly modified pursuant to the Amendment, the Merger Agreement,
which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K
with the Securities and Exchange Commission ("SEC") by the Company on
November 3, 2020, remains in full force and effect. The foregoing description of
the Amendment and the transactions contemplated thereby does not purport to be
complete and is qualified in its entirety by reference to the Amendment, a copy
of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
December 17, 2020, by and among Telenav, Inc., a Delaware corporation,
V99, Inc., a Delaware corporation, and Telenav99, Inc., a Delaware
corporation and a wholly owned subsidiary of V99, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses