Item 8.01. Other Events
On February 8, 2021, Telenav, Inc. (the "Company") issued a press release
announcing that independent proxy advisory firms ISS and Glass Lewis had issued
recommendations that the Company's stockholders vote "FOR" proposals the Company
would submit for stockholder action at a Special Meeting of Stockholders
scheduled for February 16, 2021. The proposals regard the previously announced
"Go-Private" transaction to acquire the Company proposed by V99, Inc., a
Delaware corporation led by HP Jin, the Company's Co-Founder, President and
Chief Executive Officer. A copy of the press release is furnished as Exhibit
99.1 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 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.
Notice Regarding Forward-Looking Statements
This communication, and the document to which the Company refers you in this
communication, contain 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release of Telenav, Inc. dated February 8, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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