Telenav Reminds Stockholders to Vote “FOR” All
Transaction-Related Proposals
Telenav, Inc. (NASDAQ: TNAV), today announced that leading
independent proxy advisory firms Institutional Shareholder
Services, Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”),
recommend that Telenav stockholders vote “FOR” all proposals to be
considered and voted on at Telenav’s Special Meeting of
Stockholders (the “Special Meeting”) in connection with the
previously announced “go-private” transaction with V99 Inc., a
Delaware corporation led by HP Jin, Telenav’s Co-Founder, President
and Chief Executive Officer. The Special Meeting is scheduled to be
held on February 16, 2021 at 10:00 a.m. PT.
“We are pleased that both ISS and Glass Lewis support our
recommendation that stockholders vote ‘FOR’ the proposal to adopt
and approve the merger agreement,” said Douglas Miller, Lead
Independent Director and a member of the Telenav Special Committee.
“We are confident that this transaction is in the best interest of
Telenav and its stockholders, and will position the Company to
accelerate its journey towards a connected-car future. We strongly
urge Telenav stockholders to follow the recommendations of ISS and
Glass Lewis and vote ‘FOR’ all transaction-related proposals
today.”
As previously announced, under the terms of the definitive
merger agreement, V99 will acquire Telenav for $4.80 per share in
an all cash transaction. The transaction is expected to close
during the first calendar quarter of 2021, subject to customary
closing conditions, including approval by Telenav stockholders, and
approval by Telenav stockholders holding at least 66 and two-thirds
percent of the outstanding shares owned by stockholders other than
Mr. Jin, Mr. Chen, Changbin Wang, and each of their affiliates and
related parties. Upon closing of the transaction, Telenav common
stock will no longer be listed on any public market.
Telenav’s Special Committee and the independent and
disinterested members of the Board of Directors recommend that
Telenav stockholders vote “FOR” each of the proposals related to
the transaction by completing and returning their proxy card, or by
submitting their proxy by telephone or over the Internet. Telenav
stockholders are advised that if they have any questions or need
assistance in voting their shares, they should contact Telenav’s
proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885
(toll-free).
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.
© 2021 Telenav, Inc. All Rights Reserved.
Forward-Looking Statements
This communication 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 communication include
Telenav’s expectations regarding V99’s agreement to acquire Telenav
and the expected timing of the completion of the 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 at least 66 and
two-thirds percent of the outstanding shares of common stock owned
by stockholders other than HP Jin, Samuel Chen and Changbin Wang,
and each of their affiliates and related parties, in connection
with the proposed transaction; the failure to consummate or delay
in consummating the proposed transaction for other reasons; and 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. Any
forward-looking statement made by Telenav in this communication 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 Inc. In connection with the
proposed transaction, Telenav has filed a definitive proxy
statement on Schedule 14A with the Securities and Exchange
Commission (the “SEC”), and Telenav mailed 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 intended as a substitute for
the proxy statement that Telenav filed with the SEC and sent to its
stockholders in connection with the proposed transaction or any
other document that Telenav may file with the SEC or send to its
stockholders in connection with the proposed transaction. The
definitive proxy statement described above contains important
information about the proposed merger and related matters. 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, 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, are set forth in the definitive proxy statement and
other materials on file 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/20210208005431/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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