GigCapital, Inc. Announces Launching of De-SPACing Efforts of Kaleyra Business Combination
20 8월 2019 - 2:40AM
Business Wire
GigCapital, Inc., (NYSE: GIG, GIG.U, GIG.RT, and GIG.WS)
(“GigCapital”) a Technology, Media and Telecom (TMT)
Private-to-Public Equity (PPE)™ corporation, today announced that
as GigCapital, Inc. (the “Company”) begins immediately the
de-SPACing process of its previously disclosed business combination
with Kaleyra (the “Business Combination”), and as previously
stated by the Company in its preliminary proxy statement filed with
the Securities and Exchange Commission on July 31, 2019, the
Company may choose to engage in various activities such as raising
equity in conjunction with the consummation of the Business
Combination, or have the post-combination company increase its
borrowing capacity to provide it with additional liquidity in order
to help it drive growth. In this regard, and as part of the
de-SPACing process, the Company is currently evaluating different
capital scenarios, including regarding borrowing, for the purposes
of enhancing its current capital structure, and strengthening its
future liquidity and financial position, including with regard to
its outstanding Rights.
Additional Information About the Business Combination and
Where to Find It
Additional information about the Business Combination with
Kaleyra and related transactions is described in GigCapital’s
preliminary proxy statement relating to the Business Combination
and the respective businesses of GigCapital and Kaleyra, which
GigCapital has filed with the SEC. The Business Combination and
related transactions will be submitted to stockholders of
GigCapital for their consideration. GigCapital’s stockholders and
other interested persons are advised to read the preliminary proxy
statement and any amendments thereto and, once available, the
definitive proxy statement and any additional definitive materials
filed in connection with GigCapital’s solicitation of proxies for
its special meeting of stockholders to be held to approve, among
other things, the Business Combination and related transactions,
because these documents will contain important information about
GigCapital, Kaleyra and the Business Combination and related
transactions. The definitive proxy statement will be mailed to
stockholders of GigCapital as of a record date to be established
for voting on the Business Combination and related
transactions.
Stockholders may also currently obtain a copy of the preliminary
proxy statement or the definitive proxy statement, once available,
as well as other documents filed with the SEC by GigCapital,
without charge, at the SEC’s website located at www.sec.gov or by
directing a request to Brad Weightman, Vice President and Chief
Financial Officer, GigCapital, Inc., 2479 E. Bayshore Rd., Suite
200 Palo Alto, CA 94303, or by telephone at (650) 276-7040.
Participants in the Solicitation
Kaleyra, GigCapital and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitations of proxies from GigCapital’s stockholders in respect
of the Business Combination and related transactions. Information
regarding GigCapital’s directors and executive officers is
available in its Form 10-K filed with the SEC on December 6, 2018.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests is contained in the preliminary proxy statement, and will
be contained in the definitive proxy statement when it becomes
available, related to the Business Combination and related
transactions, and which can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This press release 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, Company and Kaleyra. All statements, other than
statements of historical facts, included in this press release 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 “expect”. Such forward-looking
statements include, but are not limited to, statements regarding
the closing of the combination, potential capital alternatives or
changes to the capital structure of the Company and the
expectations, hopes, beliefs, intentions, plans, prospects or
strategies regarding the business combination and future business
plans of the Company and Kaleyra management teams. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. These
statements are based on certain assumptions and analyses made by
the management of the Company and/or Kaleyra in light of their
respective experience and their perception of historical trends,
current conditions and expected future developments and their
potential effects on the Company and Kaleyra as well as other
factors they believe are appropriate in the circumstances. There
can be no assurance that future developments affecting the Company
or Kaleyra will be those anticipated and actual results may differ
materially from those expressed in this press release due to many
factors such as, but not limited to, the ability to satisfy closing
conditions for the Business Combination, including that the Company
stockholders will approve the Business Combination, the ability of
the combined company to meet the NYSE’s listing standards, and that
the Company will have sufficient capital upon the approval of the
Business Combination to operate as anticipated. Should one or more
of these risks or uncertainties materialize, or should any of the
assumptions being made prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. These statements speak only as of the date they are
made and none of the Company and/or Kaleyra undertakes any
obligation to update any forward-looking statements contained in
this press release to reflect events or circumstances which arise
after the date of this press release.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction.
About GigCapital, Inc.
GigCapital, Inc. (NYSE: GIG, GIG.U, GIG.RT, and GIG.WS), is a
Private-to-Public Equity (PPE)™ company, (also known as a
Blank-Check or Special Purpose Acquisition Company (“SPAC”)),
sponsored by GigAcquisitions, LLC, and sole-managed by GigFounders,
LLC (www.gigfoundersglobal.com). All were founded in 2017 by Dr.
Avi Katz. The GigCapital Group companies are led by an affiliated
team of technology industry experts, deploying a unique
Mentor-Investors™ methodology to partner with exceptional
privately-held and non-U.S. public technology companies of
dedicated solid entrepreneurs. The GigCapital Group companies offer
financial, operational and executive mentoring to U.S. and global
private, and non-U.S. public companies, in order to accelerate
their path from inception and as a privately-held entity into the
growth-stage as a publicly traded company in the U.S. The
partnership of the GigCapital Group with these companies continues
through an organic and roll-up strategy growth post the transition
to a public company. For more information, visit
www.gigcapitalglobal.com.
“Private-to-Public Equity (PPE)” and “Mentor-Investor” are
trademarks of GigFounders, LLC, used pursuant to agreement.
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version on businesswire.com: https://www.businesswire.com/news/home/20190819005526/en/
GigCapital: Darrow Associates, Inc. Jim Fanucchi +1 (408)
404-5400 ir@gigcapitalglobal.com
GigCapital (NYSE:GIG)
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