UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 23, 2020
H.P. Jin
c/o Telenav, Inc.
4655 Great America Parkway, Suite 300
Santa Clara, CA 95054
Re: Telenav, Inc.
Schedule 13E-3
File No. 005-85953
Filed on December 21, 2020 by Telenav, Inc.
Schedule 14A
File No. 001-34720
Filed on December 18, 2020 by Telenav, Inc.
Dear Mr. Jin,
We have reviewed the above-captioned filings, and have the following
comments. Some
of our comments may ask for additional information so we may better understand
the disclosure.
Please respond to this letter by amending the filings and/or by
providing the requested
information. After reviewing any amendments to the filings and any information
provided in
response to these comments, we may have additional comments.
If you do not believe our comments apply to your facts and
circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.
Schedule 13E-3
General
1. The legend required by Rule 13e-3(e)(1)(iii) must appear on the outside
front cover page of
the disclosure document that must be distributed to unaffiliated security
holders. At present,
the mandated legend has been placed on the first page of a
voluntarily-included letter to
shareholders preceding the proxy statement. Please reposition the legend so
that it is placed
on the outside front cover page of the disclosure document required by Rule
13e-3(e).
Item 7. Purposes, Alternatives, Reasons and Effects
2. The registrant suffered net operating losses for fiscal years 2017-2020.
Please revise to
specify the constituency or constituencies, if any, expected to become the
beneficiaries of the
registrant s future use of any net operating loss carryforwards. Please
quantify that benefit to
the extent practicable. See Instruction 2 to Item 1013(d) of Regulation
M-A.
H.P. Jin
c/o Telenav, Inc.
December 23, 2020
Page 2
3. Under Item 7(d), disclosure content has been incorporated by reference that
does not include
the cost savings expected to be achieved by virtue of the registrant no
longer being required
to file periodic reports under the federal securities laws. We noticed V99
is the constituency
expected to benefit from the anticipated annual savings in regulatory
compliance-related
costs. Quantify that benefit to the extent practicable, and indicate the
savings will be
achieved on an annual, recurring basis. Refer to Item 7 of Schedule 13E-3
and Instruction 2
to Item 1013 of Regulation M-A.
Item 8. Fairness of the Transaction
4. Please revise to state, if true, that the Board produced the fairness
determination on behalf of
Telenav, Inc. Regardless of any delegation of authority to the Board, Item 8
of Schedule
13E-3 and corresponding Item 1014(a) of Regulation M-A, by their terms,
apply only to the
subject company of the Rule 13e-3 transaction (and any affiliates engaged)
as distinguished
from the Board. The term subject company is defined in Item 1000(f) of
Regulation M-A.
5. Please direct the issuer s fairness determination to Telenav s
unaffiliated security holders as
defined in Rule 13e-3(a)(4). At present, the fairness determination has been
directed at
Telenav stockholders not affiliated with or related to the Purchaser
Group, which
constituency still may include affiliates of the issuer such as Telenav s
officers and directors.
6. Please revise the discussion of the material factors considered by Telenav
s Board to make
clearer that the factors considered were those supporting the rationale for
the fairness
determination made on behalf of the issuer. See Item 1014(b) of Regulation
M-A.
7. Please produce a complete discussion of the factors considered by Telenav in
support of its
fairness determination by specifically addressing all of the factors
identified in Instruction 2
to Item 1014 of Regulation M-A. See Item 1014(b) of Regulation M-A. For
example, the
fairness of the consideration in relation to net book value and going
concern value should be
specifically addressed by Telenav, or an analysis of those factors conducted
by another party,
such as the financial advisor, should be expressly adopted. Refer to
Instruction 2 of Item
1014 of Regulation M-A and Questions 20-21 in Exchange Act Release 17719
(April 13,
1981). Negative responses to Item 1014 are required under Instruction E to
Schedule 13E-3.
8. Please advise us, with a view toward revised disclosure, how Telenav
complied with Item
1014(c), (e) and (f) of Regulation M-A. For example, it is unclear how
independent
directors, even if members of a special committee, could be characterized as
being
unaffiliated with the issuer. Separately, for purposes of Item 1014(c) of
Regulation M-A, the
term unaffiliated security holder is defined under Rule 13e-3(a)(4) as
distinguished from
the terms of the transaction. Note also that under General Instruction E to
Schedule 13E-3,
negative responses to any disclosure requirements imposed under Item 8 must
be disclosed.
Refer also to Questions 20-21 in Exchange Act Release 17719 (April 13,
1981).
H.P. Jin
c/o Telenav, Inc.
December 23, 2020
Page 3
Item 13. Financial Statements, page 13
9. Because financial statements have been incorporated by reference (and not
reprinted) in order
to fulfill the registrant s disclosure obligations, Instruction 1 of Item
13 requires that a
summary of the financial information specified in Item 1010(a) be included.
Accordingly,
summarized financial information must be prepared in accordance with Item
1010(c) of
Regulation M-A. Please disclose all of the information required by Item
1010(c)(1) for all
relevant periods specified in Item 1010(a) of Regulation M-A, or advise.
Guidance relating
to the application of a nearly identical instruction in the context of a
tender offer appearing in
a July 2001 interpretations supplement, interpretation I.H.7, is publicly
available at:
https://www.sec.gov/interps/telephone/phonesupplement3.htm
Schedule 14A
10. The first page of the proxy statement, as defined in Rule 14a-1(g) and
distinguished from
the Notice or any letter to shareholders must be marked as preliminary.
Given that a
preliminary proxy statement may be lawfully disseminated under Rule
14a-3(a), please place
the required legend on the proxy statement and the form of proxy. See Rule
14a-6(e)(1).
11. Please disclose on the first page of the proxy statement, in accordance
with the registrant s
obligation under Item 1(b) of Schedule 14A as well as Rule 14a-6(d), the
approximate date
upon which the proxy statement and form of proxy will be sent or given to
security holders.
12. Please advise us why a Table of Contents serves as the apparent first page
of the proxy
statement as defined in Rule 14a-1(g). Neither the letter to shareholders,
Notice or the
Schedule 14A codified at Rule 14a-101 are part of the proxy statement (as
defined).
Questions and Answers about the Special Meeting and Merger, page 12
13. The special committee has been described as an unaffiliated
representative that has been
retained by Telenav directors to act solely on behalf of
unaffiliated [ ] stockholders. It is
unclear how the directors serving on such committee can suspend their
fiduciary duties to
affiliated stockholders. Given the definition of affiliate in Rule
13e-3(a)(1), and the guidance
enunciated in CDI 201.05 that directors are generally viewed as affiliates,
please advise us,
with a view towards revised disclosure, how existing directors can be
characterized as
unaffiliated representatives who were retained. See Release No.
34-16075 (08-02-79).
Cautionary Statement Concerning Forward-Looking Information, page 17
14. The Private Securities Litigation Reform Act of 1995 does not apply to Rule
13e-3
transactions. At present, the disclosure suggests forward-looking
statements made in
periodic reports incorporated by reference remain protected. Please remove
the implication
that forward-looking statements contained within this proxy statement, by
incorporation by
reference or otherwise, are entitled to the Act s safe harbor provisions.
H.P. Jin
c/o Telenav, Inc.
December 23, 2020
Page 4
Form of Proxy
15. Please revise the disclosure regarding the intended use of the
discretionary authority
available under Rule 14a-4(c)(1) so it conforms to the disclosure standard
codified in that
provision. At present, the disclosure suggests the right to use
discretionary authority is
absolute inasmuch as it can unconditionally be exercised with regard to
any other matter
properly brought before the meeting . . . .
We remind you that Telenav, Inc. is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas P.
Panos
Nicholas P. Panos
Senior Special
Counsel
Office of Mergers
& Acquisitions
cc: Lior O. Nuchi, Esq.
Julia Reigel, Esq.