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.
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 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.
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SOURCE Terrapin 3 Acquisition Corporation
