GigCapital, Inc., (KLR), released the results this morning of their recent shareholder vote and rights tender offer. 10,594,629 shares voted in favor of GigCapital’s combination with Kaleyra S.p.A., out of the company’s total 11,636,542 shares of common stock, representing 98.1% of the total shares voted. However, while share redemption amounts and at what price were not provided.
Regarding GigCapital’s tender offer to to purchase up to 14,873,256 of its outstanding rights (which includes the 498,256 rights included in the Founders Units) at $0.99, only 1,655,691 or 11.13% of the outstanding rights were validly tendered. Total consideration for the tender offer is $1,639,134.09. Interestingly, on November 7th, when GigCapital announced it would be extending its rights tender offer, 1,826,233 had tendered to that point. That means, 170,542 rights changed their mind and opted not to tender between then and now.
However, due to GigCapital’s prior arrangements with Greenhaven, Kepos and Yakira, whereby they agreed not to sell the shares underlying the rights they own, as well as any additional rights they were able to purchase, a significant number of those outstanding rights (at a minimum 6,481,943 Rights) were not available for tendering. All total, that leaves at a maximum 6,735,622 rights that were not tendered, or 673,562 shares upon conversion. Keep in mind, Greenhaven, Kepos and Yakira, may have been able to make additional rights purchases so the number of total rights shares could be lower. Unfortunately, their total amount of additional rights purchases has not been disclosed as of yet.
All told, the Gig team put in a tremendous amount of effort to clean up a significant number of its rights ahead of its vote. They dug deep. Now let’s see how the share performs.
GigCapital and Kaleyra expect the closing of the Business Combination to occur on November 25, 2019.
ADVISORS
- GigCapital was advised on the transaction by Cowen and Company, LLC as financial advisors
- Crowell & Moring LLP as legal counsel to GigCapital
- Kaleyra was advised by Northland Capital Markets and GCA Altium as financial advisors
- Cooley LLP and Chiomenti as legal counsel to Kaleyra
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