- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 16 2010 - 10:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Airvana, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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This filing consists of a letter sent on March 16, 2010 to holders of physical stock certificates
representing shares of common stock of Airvana, Inc.
******************************************************************
March 16, 2010
Dear Airvana Stockholder:
As you are probably aware, Airvana announced on December 18, 2009 that it has entered into an
agreement to be acquired by an investment group in a cash transaction valued at approximately $530
million. If the acquisition is completed, you will be entitled to receive $7.65 in cash, without
interest and less any applicable withholding taxes (the Consideration), for each share of Airvana
common stock that you own.
According to our records, you are still in possession of one or more physical stock certificates
representing shares of Airvana common stock.
If you hold a common stock certificate that was issued prior to June 29, 2007, the date on which
Airvana effected a 1-for-1.333 reverse stock split, the number of shares of Airvana common stock
represented by your physical stock certificate(s) is actually fewer than the number set forth on
the face of the certificate(s). For example, if your certificate indicates that it represents 400
shares, you actually hold 400/1.333, or 300 shares.
If you hold a preferred stock certificate, note that the preferred stock that you held was
automatically converted into shares of common stock. Upon the closing of our initial public
offering on July 25, 2007, each share of Series A or Series B1 preferred stock automatically
converted into 1.125 and 1.443 shares of common stock, respectively. This means that if you hold a
preferred stock certificate, it represents the number of shares of common stock that result from
multiplying the number of shares on the face of your preferred stock certificate by the applicable
conversion ratio above. For example, if your certificate indicates that it represents 200 shares
of Series A preferred stock, you actually hold 200 * 1.125, or 225 shares of common stock.
We request that you send in your stock certificate(s)
prior to March 31, 2010
to our
transfer agent, Computershare Investor Services, per the instructions and to the address set forth
on the attached form, so that your shares can be held in a book entry account (a system of tracking
ownership of securities in uncertificated form) by Computershare. Once Computershare has received
your stock certificate(s), they will enter your ownership of Airvana common stock in a book entry
account and cancel your stock certificate(s). If your certificate is not received by March 31,
2010, we cannot be assured that Computershare will be able to make a book entry account prior to
consummation of the acquisition.
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Holding your shares in a book entry account rather than in certificated form will expedite
payment to you of the Consideration in the event the acquisition is consummated.
If
Computershare does not receive your stock certificate(s) by March 31, 2010, you will need to wait
to receive a letter of transmittal from Computershare, complete this letter of transmittal,
return it, along with your physical certificate(s), to Computershare and wait for Computershare to
process this paperwork and remit payment to you. Instead, if your shares are held in a book entry
account, we expect that Computershare will mail you a check for the Consideration within 7-10
business days after the effective date of the acquisition.
If you have transferred your shares, or if your certificate has been lost or destroyed, you can
contact Computershare, Shareholder Service Department at 781-575-4238 and seek a transfer form or
replacement certificate, as applicable. For a lost or destroyed certificate, you may be asked to
complete an affidavit of loss and post a bond.
We strongly suggest that you make copies of all documents for your records, send the documents to
Computershare via certified mail or express carrier and include your contact information in your
correspondence.
If you have any questions regarding the exchange of your physical stock certificate(s) for shares
to be held in a book entry account, contact Computershare, Shareholder Service Department at
781-575-4238.
Sincerely,
Peter C. Anastos
Secretary
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FORM FOR EXCHANGE OF STOCK CERTIFICATES FOR
SHARES TO BE HELD IN A BOOK ENTRY ACCOUNT
Airvana Stockholder:
Please turn in your stock certificate(s) representing shares of Airvana common stock to be held in
a book entry account by mailing this completed form along with your stock certificate(s) via
certified mail or express carrier to:
For certificates issued before July 25, 2007: For certificates issued on or after July 25, 2007:
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Computershare Investor Services
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Computershare Investor Services
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Attn Corporate Actions
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Attn Priority Processing
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250 Royall St
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250 Royall St
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Canton MA 02021
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Canton MA 02021
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To Computershare:
Please hold the shares of Airvana common stock represented by the enclosed certificate(s),
Number(s)
in book entry.
My name and contact detail are as follows:
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Name:
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Address:
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Phone Number:
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I understand that the shares in my book entry account will be in exactly the same name as set forth
on the physical certificate(s) I am submitting for exchange.
Signed:
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Forward-Looking Statements
Any statements in this document about future expectations, plans and prospects for Airvana,
including statements about the expected timetable for consummation of the merger and its benefits,
constitute forward-looking statements within the meaning of The Private Securities Litigation
Reform Act of 1995. These statements contain the words believes, anticipates, plans,
expects, will and similar expressions. Actual results may differ materially from those
currently anticipated due to a number of risks and uncertainties that are subject to change based
on factors that are, in many instances, beyond Airvanas control. Risks and uncertainties
that could cause results to differ from expectations include: uncertainties as to the timing of the
merger; uncertainties as to how Airvana stockholders will vote their shares with respect to the
merger; the risk that competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the consummation of the transaction; the
effects of disruption from the transaction making it more difficult to maintain relationships with
employees, customers, suppliers, other business partners or governmental entities, other business
effects, including the effects of industry, economic or political conditions outside of Airvanas
control; transaction costs; actual or contingent liabilities; or other risks and uncertainties
discussed in documents filed with the Securities and Exchange Commission, or SEC, by Airvana,
including the factors discussed in the Risk Factors section of Airvanas Annual Report on Form
10-K for the year ended January 3, 2010, and other documents Airvana periodically files with the
SEC. In addition, the forward-looking statements included in this document represent Airvanas
views as of the date of this document. Airvana anticipates that subsequent events and developments
will cause its views to change. However, while Airvana may elect to update these forward-looking
statements at some point in the future, it specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing Airvanas views as of any date
subsequent to the date of this document.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC
Airvana, Inc. filed with the SEC on March 11, 2010, and mailed to its stockholders on March 12,
2010, a Proxy Statement in connection with the transaction. The Proxy Statement contains important
information about Airvana, Inc., 72 Mobile Investors, LLC, the merger and related matters.
Investors and security holders are urged to read the Proxy Statement carefully.
Investors and security holders can obtain free copies of the Proxy Statement and other documents
filed with the SEC by 72 Mobile Investors, LLC and Airvana, Inc. through the website maintained by
the SEC at www.sec.gov. In addition, investors and security holders can obtain free copies of the
Proxy Statement from Airvana, Inc. by contacting Investor Relations at (978) 250-3000.
Airvana, Inc., its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Airvana, Inc.s stockholders with respect to the transactions
contemplated by the merger agreement. Information regarding Airvana, Inc.s directors and executive
officers is contained in Airvana, Inc.s Annual Report on Form 10-K for the year ended January 3,
2010 and its proxy statement dated March 11, 2010, which are filed with the SEC. As of February 23,
2010, Airvana, Inc.s directors and executive officers beneficially owned approximately 49% of
Airvana, Inc.s common stock. A more complete description is available in the Proxy Statement.
5
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