GigCapital, Inc., (NYSE: GIG, GIG.U, GIG.RT, and GIG.WS)
(“GigCapital” or the “Company”) a Technology, Media and Telecom
(TMT) Private-to-Public Equity (PPE)™ corporation, today announced
that its previously announced tender offer to purchase up to
14,873,256 of its outstanding rights (each of the rights
representing the right to receive one-tenth of one share of the
Company’s common stock) at a purchase price of $0.99 per right, in
cash, less any applicable withholding taxes and without interest,
for an aggregate purchase price of up to $14,724,523.44, has been
extended, in accordance with applicable rules and regulations
governing tender offers, until one minute past 11:59 p.m., New York
City time, on November 22, 2019, unless further extended or
terminated. The tender offer was previously scheduled to expire at
one minute past 11:59 p.m., New York City time, on November 7,
2019.
Except for the extension of the expiration date, all of the
material terms and conditions set forth in the offer to purchase,
the letter of transmittal and the other offer materials for the
tender offer, as amended, remain unchanged.
As of November 7, 2019, 1,826,233 rights have been tendered and
not withdrawn.
The tender offer is not conditioned on any financing or on any
minimum number of rights being tendered. The tender offer is,
however, subject to certain other conditions, including that the
previously announced business combination (the “Business
Combination”) with Kaleyra S.p.A. (“Kaleyra”) has been approved by
the Company’s stockholders.
The rights are currently listed on the New York Stock Exchange
under the symbol “GIG.RT.” As of November 6, 2019, the last
reported closing price of the rights was $0.99 per right.
All of the Company’s sponsor, founders, directors and executive
officers have advised the Company that they do not intend to tender
their rights in the tender offer. In addition, the Company has
announced that it entered into agreements with certain right
holders that provide that such holders will not deliver their
rights in response to the tender offer, and the Company may enter
into similar agreements with other right holders. The Company is
informed that all right holders who have advised it that they do
not intend to tender their rights, and all right holders with whom
it either has an agreement or has entered into a non-binding letter
of intent, currently hold approximately 11,659,147 rights.
MacKenzie Partners, Inc. is acting as the information agent for
the tender offer, and the depositary for the tender offer is
Continental Stock Transfer & Trust Company. The offer to
purchase, form of letter of transmittal, and related documents are
being distributed to right holders. For questions and information,
please call the information agent toll free at (800) 322-2885.
Additional Information About the Tender Offer and Where to
Find It
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any of the Company’s rights. The
offer to purchase and the solicitation of offers to sell are only
being made solely pursuant to the offer to purchase dated October
8, 2019, as amended by Amendment Nos. 1 and 2 to Schedule TO dated
October 17, 2019, Amendment No. 3 to Schedule TO dated October 18,
2019 and Amendment No. 4 to Schedule TO dated October 28, 2019, the
related letter of transmittal and other offer materials included as
exhibits to the tender offer statement on Schedule TO that the
Company has with the Securities and Exchange Commission (the
“SEC”). The tender offer statement (including the offer to
purchase, related letter of transmittal and other offer materials)
contains important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. These materials are being distributed free of charge to all
of the Company’s right holders. In addition, these materials (and
all other materials filed by the Company with the SEC) will be
available at no charge from the SEC through its website at
www.sec.gov. Right holders may also obtain free copies of the
documents filed with the SEC by the Company by directing a request
to the information agent at MacKenzie Partners, Inc., 1407
Broadway, 27th Floor, New York, NY 10018. The Company’s right
holders are urged to read the tender offer documents and the other
relevant materials before making any investment decision with
respect to the tender offer because they contain important
information about the tender offer.
Additional Information About the Business Combination and
Where to Find It
Additional information about the Business Combination with
Kaleyra and related transactions is described in GigCapital’s
preliminary proxy statement relating to the Business Combination
and the respective businesses of GigCapital and Kaleyra, which
GigCapital has filed with the SEC. The Business Combination and
related transactions will be submitted to stockholders of
GigCapital for their consideration. GigCapital’s stockholders and
other interested persons are advised to read the preliminary proxy
statement and any amendments thereto and, once available, the
definitive proxy statement and any additional definitive materials
filed in connection with GigCapital’s solicitation of proxies for
its special meeting of stockholders to be held to approve, among
other things, the Business Combination and related transactions,
because these documents will contain important information about
GigCapital, Kaleyra and the Business Combination and related
transactions. The definitive proxy statement will be mailed to
stockholders of GigCapital as of a record date to be established
for voting on the Business Combination and related
transactions.
Stockholders may also currently obtain a copy of the preliminary
proxy statement or the definitive proxy statement, once available,
as well as other documents filed with the SEC by GigCapital,
without charge, at the SEC’s website located at www.sec.gov or by directing a request to Brad
Weightman, Vice President and Chief Financial Officer, GigCapital,
Inc., 2479 E. Bayshore Rd., Suite 200 Palo Alto, CA 94303, or by
telephone at (650) 276-7040.
Participants in the Solicitation
Kaleyra, GigCapital and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitations of proxies from GigCapital’s stockholders in respect
of the Business Combination and related transactions. Information
regarding GigCapital’s directors and executive officers is
available in its Form 10-K filed with the SEC on December 6, 2018.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests is contained in the preliminary proxy statement, and will
be contained in the definitive proxy statement, when it becomes
available, related to the Business Combination and related
transactions, and which can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This press release may include forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 regarding the Business
Combination, the proposed rights tender offer, Company and Kaleyra.
All statements, other than statements of historical facts, included
in this press release that address activities, events or
developments that the Company and/or Kaleyra expects or anticipates
will or may occur in the future are forward-looking statements and
are identified with, but not limited to, words such as “believe”
and “expect”. Such forward-looking statements include, but are not
limited to, statements regarding the closing of the Business
Combination, potential capital alternatives or changes to the
capital structure of the Company and the expectations, hopes,
beliefs, intentions, plans, prospects or strategies regarding the
business combination and future business plans of the Company and
Kaleyra management teams. In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. These statements are based on certain
assumptions and analyses made by the management of the Company
and/or Kaleyra in light of their respective experience and their
perception of historical trends, current conditions and expected
future developments and their potential effects on the Company and
Kaleyra as well as other factors they believe are appropriate in
the circumstances. There can be no assurance that future
developments affecting the Company or Kaleyra will be those
anticipated and actual results may differ materially from those
expressed in this press release due to many factors such as, but
not limited to, the ability to satisfy closing conditions for the
Business Combination, including that the Company stockholders will
approve the Business Combination, the ability of the combined
company to meet the NYSE’s listing standards, and that the Company
will have sufficient capital upon the approval of the Business
Combination to operate as anticipated. Should one or more of these
risks or uncertainties materialize, or should any of the
assumptions being made prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. These statements speak only as of the date they are
made and none of the Company and/or Kaleyra undertakes any
obligation to update any forward-looking statements contained in
this press release to reflect events or circumstances which arise
after the date of this press release.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction
About GigCapital, Inc.
GigCapital, Inc. (NYSE: GIG, GIG.U, GIG.RT, and GIG.WS), is a
Private-to-Public Equity (PPE)™ company, (also known as a
Blank-Check or Special Purpose Acquisition Company (“SPAC”)),
sponsored by GigAcquisitions, LLC, and sole-managed by GigFounders,
LLC (www.gigfoundersglobal.com). All
were founded in 2017 by Dr. Avi Katz. The GigCapital Group
companies are led by an affiliated team of technology industry
experts, deploying a unique Mentor-Investors™ methodology to
partner with exceptional privately-held and non-U.S. public
technology companies of dedicated solid entrepreneurs. The
GigCapital Group companies offer financial, operational and
executive mentoring to U.S. and global private, and non-U.S. public
companies, in order to accelerate their path from inception and as
a privately-held entity into the growth-stage as a publicly traded
company in the U.S. The partnership of the GigCapital Group with
these companies continues through an organic and roll-up strategy
growth post the transition to a public company. For more
information, visit www.gigcapitalglobal.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20191107005927/en/
GigCapital: Darrow Associates, Inc. Jim Fanucchi +1 (408)
404-5400 ir@gigcapitalglobal.com Information Agent:
MacKenzie Partners, Inc. 1407 Broadway, 27th Floor New York, NY
10018 Telephone: (212) 929-5500 (Call Collect) or Call Toll-Free:
(800) 322-2885 Email: tenderoffer@mackenziepartners.com
GigCapital (NYSE:GIG)
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