NEW YORK and GURGAON, India, Oct. 3,
2016 /PRNewswire/ -- Terrapin 3 Acquisition Corporation
(NASDAQ: TRTL; "TRTL") announced today that it has filed a
preliminary proxy statement with the U.S. Securities and Exchange
Commission (the "SEC") in connection with its previously announced
proposed business combination with Yatra. Due to the structure of
the business combination, the filing was made by Yatra on Form F-4
and can be found at the SEC's EDGAR web site included with other
filings made by Yatra.
Any description of the business combination contained herein
is qualified in its entirety by reference to the definitive
agreements relating to the transaction, copies of which have been
filed by Yatra and/or TRTL with the Securities and Exchange
Commission (SEC).
About Yatra
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 Capital. 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 Capital 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 March 31,
2016 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 has filed with the SEC a preliminary
registration statement and prospectus on Form F-4 that includes a
preliminary proxy statement of TRTL. TRTL will mail the definitive
proxy statement and prospectus to its stockholders when it becomes
available. TRTL stockholders and other investors are urged to read
the proxy statement and prospectus regarding the proposed business
combination 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 Yatra and 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
Liberty at (212) 380-2230.
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 are included in the
preliminary proxy statement.
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SOURCE Terrapin 3 Acquisition Corporation
