Digital Mobile Venture Ltd., HP Jin, Yi-Ting Chen, Yi-Chun Chen, Changbin Wang and other affiliates("Buyer Group") made an offer to acquire the remaining 94.83% stake in Telenav, Inc. (NasdaqGS:TNAV) for approximately $200 million on September 30, 2020. Under the terms of the consideration, Buyer Group will acquire the remaining common shares and 1.495 million restricted stock units for $4.32 per share. HP Jin, Samuel Chen, Fiona Chang, Yi-Ting Chen, Yi-Chun Chen, Changbin Wang and other affiliates entered into a definitive agreement to acquire 94.83% stake in Telenav, Inc. (NasdaqGS:TNAV) on November 2, 2020. As per the definitive agreement, Buyer Group increased the per share offer from $4.32 to $4.8 per share. There will be no financing contingency associated with the transaction. Post completion of the transaction, Telenav will operate as a private company. Upon closing of the transaction, Telenav common stock will no longer be listed on any public market. The agreement includes a 30- day "go- shop" period expiring on December 2, 2020, which permits the Special Committee and its advisors to solicit alternative acquisition proposals from third parties. As of December 2, 2020, The “go-shop” period has been expired. Upon completion of the transaction, Telenav will become a private company and Telenav will continue to be headquartered in Santa Clara, California. Pursuant to a commitment letter by H.P. Jin, Samuel T. Chen, and Digital Mobile Venture Limited (Financing Sources). The Financing Sources have committed, to provide a term loan facility required to consummate the transaction. The transaction agreement marks a 30-day “go-shop” period beginning on November 2, 2020 through December 2, 2020. On December 2, 2020, the go-shop period expired pursuant to the terms of the merger agreement. In the event of termination both the parties are obligated to pay termination fee of $3.5 million. On and effective November 2, 2020, Ken Xie resigned as a member of the Board of Telenav. The proposed transaction will be subject to (i) the completion of due diligence, including financial, legal, accounting, tax and business and operations diligence, with results satisfactory in our sole discretion; (ii) successfully obtaining all required or advisable stockholder and regulatory approvals, including: (a) non-waivable condition requiring approval of a majority of the shares of Telenav not owned by Buyer Group or its affiliates, (b) termination or expiration of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act; (iii) expiration of a “go-shop” period to be agreed upon from the date of the signing of the merger agreement for the potential transaction, during which the Company is permitted to solicit other offers that are superior to the offer by Buyer Group, subject to right to match such offers; (iv) negotiation of a mutually satisfactory definitive agreement and related transaction documentation, which would include a reasonable break-up fee provision to be agreed upon in the event that the Company accepts another offer that is superior to our offer; and (v) such other terms and conditions as are usual and customary in comparable transactions. The transaction is subject to the shareholders’ approval of Telenav. The board of directors of both the companies unanimously approved the agreement. The Telenav Board of Directors has formed a special committee of the board of directors of the Company consisting of independent directors Wes Cummins, Douglas Miller, and Randy Ortiz. In connection with the transaction and as a satisfaction of condition to the transaction, H.P. Jin, Samuel T. Chen, Changbin Wang, and each of their affiliates and related parties have entered into a voting and support agreement to vote their shares. On December 3, 2020, the U.S. Federal Trade Commission notified that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was granted. On December 17, 2020, the terms of Definitive agreement were amended. Under the terms of the Amendment, Telenav agreed to change the condition to the Parties’ obligations to consummate the Merger on the affirmative vote of the holders of 66 and 2/3% of the outstanding shares of Common Stock not Beneficially Owned by any member of the Purchaser Group in favor of the adoption of the Merger Agreement; and (ii) amend the treatment of the shares of Common Stock owned by the members of the Purchaser Group immediately prior to the Effective Time so that such shares will be converted into the Merger Consideration like all other shares of Common Stock (other than Dissenting Shares and shares owned by the Telenav as treasury stock immediately prior to the Effective Time 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 Telenav. As of December 17, 2020, the Special Committee recommends, and the Telenav Board unanimously recommends that the stockholders of Telenav vote for the agreement. As of January 8, 2021, the Telenav shareholder's meeting will be held on February 16, 2021. As of February 8, 2021, Institutional Shareholder Services, Inc. and Glass Lewis & Co. recommend Telenav stockholders to vote in favor of the transaction. As of February 16, 2021,Telenav announced that its stockholders have voted to approve the previously announced “go-private” transaction with Buyer Group. The final voting results will be filed in a Form 8-K with the U.S. Securities and Exchange Commission. The transaction is expected to close during the first calendar quarter of 2021. As of February 5, 2021, the transaction is expected to close in February 2021. As of February 16, 2021, the transaction is expected to close on February 17, 2021. Robert Ishii, Julia Reigel, Erika Muhl, Dana J. Hall, Jaqueline Tokuda, Myra A. Sutanto Shen, Tracy D. Rubin, Chi-Fei Wang, Matt Staples, Jamillia P. Ferris, J. Todd Hahn, Stephen R. Heifetz, Jeffrey A. Lehtman, Melissa B. Mannino and Rich Mullen of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors and B. Riley Securities, Inc. financial advisor for Telenav's special committee for the transaction. Lior Nuchi of Norton Rose Fulbright US LLP acted as legal advisor for Buyer Group. A fee of approximately $12,500 will be paid to MacKenzie Partners, Inc. B. Riley will receive a fee which is currently estimated to be approximately $2.09 million, of which $0.2 million became payable to B. Riley upon its engagement as the financial advisory to the Special Committee, $0.5 million became payable to B. Riley upon the delivery of its opinion to the Special Committee and the remainder is payable to B. Riley upon the consummation of the merger. Aaron Dixon of Alston & Bird LLP acted as legal advisor for B. Riley Securities, financial advisor to the special committee of the board of Telenav. Mara Rogers, Lior Nuchi, Manny Rivera, Alexander Clark, Catherine Hagerty, Trevor Pinkerton, Todd Schroeder, Gerald Stein, Andy Eklund, Kim Caine, Stefan Reisinger and Brett Govett of Norton Rose Fulbright acted as legal advisor to V99, Inc. founder of Telenav. Digital Mobile Venture Ltd., HP Jin, Yi-Ting Chen, Yi-Chun Chen, Changbin Wang and other affiliates completed the acquisition of the remaining 94.83% stake in Telenav, Inc. (NasdaqGS:TNAV) on February 17, 2021. Upon completion , Samuel Chen, Doug Miller, Randy Ortiz and Wes Cummins are no longer directors of Telenav.