NEW YORK and GURGAON, India, Nov. 2,
2016 /PRNewswire/ -- Terrapin 3 Acquisition Corporation
(NASDAQ: TRTL; TRTLW; TRTLU) ("TRTL") announced today that its
stockholders of record as of the close of business on November 14, 2016 (the "Record Date") will be
invited to attend a special meeting of stockholders (the "Special
Meeting") to consider and vote upon a proposal to approve its
previously announced business combination with Yatra Online, Inc.
("Yatra"). The date, time and location of the Special Meeting will
be set and announced in the coming weeks. Only stockholders of
record on the Record Date will be entitled to notice of, and to
vote at, the Special Meeting as well as any adjournments or
postponements thereof. In addition, only TRTL stockholders of
record as of the Record Date will be entitled to elect to redeem
their common shares for $10.00 per
share in lieu of exchanging their shares for ordinary shares of
Yatra in the business combination. The full Special Meeting agenda
will be included in TRTL's definitive proxy statement, which will
be mailed to all stockholders of record as of the Record Date.
In connection with the proposed business combination, Yatra
filed an amendment to its Registration Statement on Form F-4 with
the SEC today containing the preliminary proxy statement/prospectus
that, once finalized, will serve as both the proxy statement to be
distributed to TRTL's stockholders in connection with their vote on
the business combination and the prospectus covering the
registration of ordinary shares issued by Yatra in connection with
the business combination. The preliminary proxy
statement/prospectus and updated investor presentation can be found
on the SEC's EDGAR website where filings relating to Yatra are
published.
About Yatra
Founded in 2006 by venture capital firms and experienced travel
industry and technology executives, Yatra is a leading online
travel agent and consolidator of travel products based in Gurgaon,
India. Yatra has emerged as the
most trusted eCommerce travel brand in India as ranked by The Economic Times, Brand
Equity's Most Trusted Brand Survey 2015, and has won three awards
at the Indian government's Ministry of Tourism National Tourism
Awards - 'Outstanding performance as a Domestic Tour Operator (Rest
of India)', Outstanding
performance as a Domestic Tour Operator in Jammu and Kashmir' and 'Outstanding performance as an
Inbound Tour Operator-Category C'.
About Terrapin 3 Acquisition
Corporation
TRTL is a special purpose acquisition company formed for the
purpose of effecting a merger, acquisition, or similar business
combination, which raised $212.75
million in July 2014 for the
purpose of combining with a public or privately-held operating
business. TRTL was founded by Nathan
Leight and was co-sponsored by affiliates of Terrapin
Partners, LLC and affiliates of Macquarie Group Limited. TRTL is
Mr. Leight's and the Terrapin team's third publicly traded
acquisition vehicle. The first, Aldabra Acquisition Corporation,
became Great Lakes Dredge and Dock Corporation in 2006 in a
transaction of approximately $414
million. The second, Aldabra 2 Acquisition Corp., became
Boise Inc. in 2008 in a transaction of approximately $1.6 billion and traded on the New York Stock
Exchange until it was acquired by Packaging Corporation of
America.
About Macquarie and Macquarie Capital
Macquarie Group ("Macquarie") is a global provider of banking,
financial, advisory, investment and funds management services.
Macquarie's main business focus is making returns by providing a
diversified range of services to clients. Macquarie acts on behalf
of institutional, corporate and retail clients and counterparties
around the world. Founded in 1969, Macquarie operates in more than
70 office locations in 28 countries. Macquarie employs
approximately 14,000 people and has assets under management of over
$367.4 billion (as of March 31, 2016).
Macquarie Capital comprises Macquarie Group's corporate
advisory, capital markets and principal investing capabilities.
Macquarie Capital's expertise spans a variety of industry sectors,
including telecommunications, media, entertainment, gaming,
financial institutions, industrials, energy, resources, real
estate, infrastructure, utilities and renewables.
Safe Harbor Language
This press release includes certain forward-looking statements,
including statements regarding the expected effects on TRTL and
Yatra of the proposed business combination, the anticipated timing
and benefits of the business combination, the anticipated
standalone or combined financial results of TRTL or Yatra, the
anticipated future growth of Yatra or the markets it serves, and
all other statements in this document other than historical facts.
Without limitation, any statements preceded or followed by or that
include the words "targets," "plans," "believes," "expects,"
"intends," "will," "likely," "may," "anticipates," "estimates,"
"projects," "should," "would," "expect," "positioned," "strategy,"
"future," or words, phrases or terms of similar substance or the
negative thereof, are forward-looking statements. These statements
are based on TRTL's and Yatra's managements' current expectations
or beliefs and are subject to uncertainty and changes in
circumstance and involve risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in such forward-looking statements. In addition, these statements
are based on a number of assumptions that are subject to change.
Such risks, uncertainties and assumptions include: (1) the
satisfaction of the conditions to the business combination and
other risks related to the completion of the business combination
and actions related thereto; (2) the ability of TRTL and Yatra to
complete the business combination on anticipated terms and
schedule, including the ability to obtain stockholder or regulatory
approvals of the business combination and related transactions; (3)
risks relating to any unforeseen liabilities of TRTL or Yatra; (4)
the amount of redemptions made by TRTL stockholders; (5) future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, losses and
future prospects; businesses and management strategies and the
expansion and growth of the operations of Yatra; (6) the risk that
disruptions from the transaction will harm Yatra's business; and
(7) other factors detailed in TRTL's reports filed with the U.S.
Securities and Exchange Commission (the "SEC"), including its
Annual Report on Form 10-K for the year ended December 31, 2015 under the caption "Risk
Factors." Neither TRTL nor Yatra is under any obligation to, and
expressly disclaims any obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise, except as
required by law.
Notice to Investors about the Proxy Solicitation
The proxy solicitation described in this press release has not
commenced. This press release does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of a vote or proxy. In connection with the proposed
business combination, Yatra has filed with the SEC a Registration
Statement on Form F-4 that includes a proxy statement of TRTL that
also constitutes a prospectus of Yatra. At the time the proxy
solicitation is commenced, TRTL will mail the proxy
statement/prospectus to its stockholders. TRTL stockholders and
other investors are urged to read the proxy statement/prospectus
regarding the proposed business combination when it becomes
available because it will contain important information regarding
TRTL, Yatra, the proposed business combination, and related
matters. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE BUSINESS COMBINATION.
These materials will be sent free of charge to all stockholders of
TRTL when available. In addition, you may obtain copies of all
documents regarding the business combination and other documents
filed by TRTL with the SEC, free of charge, at the SEC's website
(www.sec.gov) or by sending a request to Terrapin 3 Acquisition
Corporation, c/o Terrapin Partners, LLC, 1700 Broadway, 18th Floor,
New York, NY 10019, or by calling
TRTL at (212) 710-4100.
Participants in the Solicitation
TRTL, Yatra and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from TRTL in connection with the proposed
transaction under the rules of the SEC. Information about the
directors and executive officers of TRTL may be found in its Annual
Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on
March 1, 2016. Information about the
directors and executive officers of Yatra and the interests of
these participants in the transaction will be included in the proxy
statement when it becomes available.
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SOURCE Terrapin 3 Acquisition Corporation
