NEW YORK and GURGAON, India, July 19,
2016 /PRNewswire/ -- Terrapin 3 Acquisition Corporation
(NASDAQ: TRTL, "TRTL") today announced that it has received
stockholder approval to extend the date by which it must complete a
business combination to December 19,
2016 (the "Extension").
TRTL obtained the Extension in order to allow more time for TRTL
to complete its previously announced business combination with
Yatra Online, Inc. ("Yatra"). While the Extension allows TRTL until
December 19, 2016 to complete the
business combination, TRTL anticipates closing the proposed
business combination on or before October
30, 2016.
As of the special meeting held to approve the Extension, after
giving effect to requests validly tendered by holders of public
shares in TRTL to redeem their shares into a pro rata
portion of the cash held in TRTL's trust account in connection with
the Extension, sufficient cash remains available in TRTL's trust
account, together with $20 million
from a forward purchase contract with an affiliate of Macquarie
Group Limited, to satisfy the terms of the proposed business
combination with Yatra.
TRTL and Yatra also announced that TRTL stockholders who
previously tendered their shares for redemption will have until
4:00 pm (EST) on Thursday, July 21, 2016 to rescind their election
in order to allow such stockholders additional time to evaluate the
proposed business combination. TRTL cautions that individual
brokerage firms may have different deadlines for the withdrawal of
any redemption requests.
About Yatra
Founded in 2006 by venture capital
firms and experienced travel industry and technology executives,
yatra.com 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.
About Macquarie and Macquarie Capital
Macquarie Group
("Macquarie") is a global provider of banking, financial, advisory,
investment and funds management services. Macquarie's main business
focus is making returns by providing a diversified range of
services to clients. Macquarie acts on behalf of institutional,
corporate and retail clients and counterparties around the world.
Founded in 1969, Macquarie operates in more than 70 office
locations in 28 countries. Macquarie employs approximately 14,000
people and has assets under management of over $367.4 billion (as of March 31, 2016).
Macquarie Capital comprises Macquarie Group's corporate
advisory, capital markets and principal investing capabilities.
Macquarie Capital's expertise spans a variety of industry sectors,
including telecommunications, media, entertainment, gaming,
financial institutions, industrials, energy, resources, real
estate, infrastructure, utilities and renewables.
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.
Additional Information and Where to Find It
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 intends to file with the SEC a Registration
Statement on Form F-4 that will include a proxy statement of TRTL
that also constitutes a prospectus of Yatra. 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. 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 Transaction
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
business combination 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.
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SOURCE Terrapin 3 Acquisition Corporation
