As previously disclosed in its Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on September 3, 2019, GigCapital, Inc., a Delaware corporation (the “Company”), intends to commence a cash tender offer for its outstanding public rights (the “Rights Tender Offer”).
On September 24, 2019, the Company filed Amendment No. 1 to its preliminary proxy statement on Schedule 14A (“Amendment No. 1”) with the SEC, seeking, among other things, stockholder approval of its proposed business combination (the “Business Combination”) with Kaleyra, S.p.A. (“Kaleyra”), pursuant to a Stock Purchase Agreement dated February 22, 2019, as amended (the “Stock Purchase Agreement”). Amendment No. 1 provides additional details regarding the Rights Tender Offer.
Specifically, Amendment No. 1 describes the Company’s intention to commence the Rights Tender Offer to purchase up to 14,375,000 of its public rights at a purchase price that is still to be determined, subject to certain conditions, including that the Stock Purchase Agreement is not terminated for any reason. The Rights Tender Offer will provide holders of public rights who may not wish to retain shares of the Company’s common stock following the Business Combination the possibility of receiving cash for their public rights. The Rights Tender Offer will close concurrently with the consummation of the Business Combination.
Amendment No. 1 also describes, as previously disclosed in the Company’s Current Report on Form8-K filed with the SEC on September 20, 2019, that the Company entered into anon-binding letter of intent with Greenhaven Road Capital Fund 1, LP and Greenhaven Road Capital Fund 2, LP (collectively referred to as “Greenhaven”) pursuant to which the Company would acquire the shares of common stock into which the 5,482,694 public rights currently held by Greenhaven, plus any additional public rights that Greenhaven may acquire, up to 4,517,306 additional public rights, will convert upon the closing of the Business Combination. Greenhaven will hold, and not offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge such public rights, and any shares of the Company’s common stock that such public rights convert into, until the later of the 60th day after the closing of the Business Combination or January 1, 2020 (the “Rights Acquisition Closing Date”). The purchase price of the such shares of common stock will be as follows: (a) $1.05 per public right for the first 5,500,000 public rights (which reflects $10.50 per share for the first 500,000 shares); (b) $1.07 per public right for the next 2,500,000 public rights (which reflects $10.70 per share for the next 250,000 shares); and (c) $1.10 per public right for the next 2,000,000 public rights (which reflects $11.00 per share for the next 200,000 shares). Greenhaven would not tender its public rights in response to the Rights Tender Offer. Greenhaven will have the right to terminate the purchase, without penalty, on the day prior to the Rights Acquisition Closing Date by giving written notice, in which case it will not be restricted after such time with respect to its ability to dispose of the shares.
Pre-Commencement Communications
This Current Report on Form8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of the Company’s rights. The anticipated tender offer described in this Current Report on Form8-K and Amendment No. 1 has not yet commenced, and while the Company intends to commence the tender offer as soon as reasonably practicable upon the filing of the definitive proxy statement for the Business Combination, and complete the tender offer, there can be no assurance that the Company will commence or complete the tender offer on the terms described, or at all. If the Company commences the tender offer, the solicitation and offer to buy the rights will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company intends to distribute to its rightsholders and file with the SEC. The full details of the tender offer, including complete instructions on how to tender rights, will be included in the offer to purchase, letter of transmittal and related materials, which will become available to rightsholders upon commencement of the tender offer.
Forward-Looking Statements
This Current Report on Form8-K 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, the Company and Kaleyra. All statements, other than statements of historical facts, 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
