NEW YORK and GURGAON, India, Nov. 21, 2016 /PRNewswire/ --
Terrapin 3 Acquisition Corporation (NASDAQ: TRTL; TRTLW; TRTLU; "TRTL") announced today the date for the special meeting of stockholders ("Special Meeting") of TRTL to approve, among other things, the proposed business combination between TRTL and Yatra Online, Inc. ("Yatra"), a rapidly growing India-based online travel agency.
As announced previously, Yatra and TRTL, a publicly traded blank check company, intend to combine in a transaction that values Yatra at an enterprise value of $218 million. As a result of the business combination, Yatra expects its common stock and warrants to be listed on the NASDAQ Stock Market under the symbols YTRA and YTRAW, respectively. TRTL's common stock and warrants will convert to ordinary shares and warrants of Yatra on a one-for-one basis in connection with the business combination.
TRTL's stockholders of record at the close of business on November 14, 2016 (the "Record Date") are entitled to receive notice of the Special Meeting and to vote the shares of common stock of TRTL owned by them at the Special Meeting. The Special Meeting to approve the proposed business combination is to be held on December 12, 2016 at 10:00 a.m. Eastern Standard Time in the offices of Greenberg Traurig LLP, The MetLife Building, 200 Park Avenue, 14th Floor, New York, New York 10166. 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. Stockholders of TRTL who wish to exercise their redemption rights must, prior to 5:00 p.m. Eastern Standard Time on December 8, 2016 (two business days before the Special Meeting), submit a request in writing that TRTL redeem their shares for cash to Continental Stock Transfer & Trust Company, TRTL's transfer agent, at the address set forth in the proxy statement/prospectus and follow the procedures set forth in the proxy statement/prospectus.
Stockholders who hold their shares in "street name," which means the shares are held of record by a broker, bank or nominee, should contact their broker, bank or nominee to ensure that votes related to the shares beneficially owned by such stockholders are properly counted. In this regard, holders must provide the broker, bank or nominee with instructions on how to vote the shares or, if such a stockholder wishes to attend the meeting and vote in person, obtain a proxy from the broker, bank or nominee.
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.
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.
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.
SOURCE Terrapin 3 Acquisition Corporation