Navitas Semiconductor Announces Redemption of All Outstanding Warrants
February 04 2022 - 8:00AM
Navitas Semiconductor Corporation (Nasdaq: NVTS, NVTSW) today
announced that it will redeem all of its publicly traded and
privately held warrants to purchase shares of Navitas’ Class A
common stock that remain outstanding at 5:00 p.m. New York City
time on March 7, 2022 (the “Redemption Date”), for a
redemption price of $0.10 per warrant (the “Redemption Price”).
Navitas has directed its warrant agent, Continental
Stock Transfer & Trust Company (the “Warrant Agent”), to
deliver a Notice of Redemption to the registered holders of
outstanding warrants pursuant to the Warrant Agreement, dated as of
December 2, 2020 (the “Warrant Agreement”), by and
between Navitas (f/k/a Live Oak Acquisition Corp. II) and the
Warrant Agent. Under the Warrant Agreement, Navitas is entitled to
redeem its public warrants at a redemption price of $0.10 per
warrant if the closing price of its common stock has been at least
$10.00 per share on any 20 trading days within the 30-trading-day
period ending three business days before notice of the redemption
is given, among other conditions. If Navitas elects to exercise
that right, the warrant terms require the company to concurrently
redeem the privately held warrants if the closing price of its
common stock on any 20 trading days within the same 30-trading-day
period is less than $18.00 per share. Both stock price conditions
were satisfied as of February 1, 2022, the third business
day before the Notice of Redemption is being sent to warrant
holders.
Exercise Procedures and Deadline for
Warrant Exercise
Warrant holders may continue to exercise their
warrants to purchase shares of Navitas common stock until
immediately before 5:00 p.m. New York City time on the Redemption
Date. Payment upon exercise of the warrants may be made either (i)
in cash, at an exercise price of $11.50 per share of common stock
or (ii) on a “cashless” basis in which the exercising holder will
receive a number of shares of common stock determined under the
Warrant Agreement and based on the Redemption Date and the
Redemption Fair Market Value. The “Redemption Fair Market Value” is
based on the volume weighted average price per share of Navitas
common stock for the 10 trading days immediately following the date
on which notice of redemption is sent. In accordance with the
Warrant Agreement, Navitas will provide warrant holders with the
Redemption Fair Market Value no later than one business day after
the 10-trading-day period ends. Warrants may be exercised on a
“cashless” basis regardless of the market value of the common stock
and even if such value is less than the warrant exercise price of
$11.50 per share. In no event will the number of shares of common
stock issued in a cashless exercise exceed 0.361 shares per warrant
exercised. If a holder of warrants would be entitled to receive a
fractional share of stock as a result of warrants exercised at one
time, the number of shares the holder will be entitled to receive
will be rounded down to the nearest whole number of shares.
Holders wishing to exercise their warrants
should follow the procedures described in the Notice of Redemption
and the Election to Exercise form included with the notice. Holders
of warrants held in “street name” should immediately contact their
brokers to determine exercise procedures. Since the act of
exercising is voluntary, holders must instruct their brokers to
submit the warrants for exercise.
Termination of Warrant
Rights
Any outstanding Navitas warrants that remain
unexercised at 5:00 p.m. New York City time on the Redemption Date
will be void and no longer exercisable, and the holders of those
warrants will be entitled to receive only the Redemption Price of
$0.10 per warrant.
Prospectus
A prospectus covering the shares of common stock
issuable upon the exercise of the warrants is included in a
registration statement on Form S-1 (Registration No. 333-261323)
filed by Navitas with, and declared effective by, the Securities
and Exchange Commission.
Additional Information and Answers to
Questions
For additional information, including
information on how holders may exercise their warrants, answers to
frequently asked questions and copies of the Notice of Redemption
(including Election to Exercise form), please visit Navitas’
investor relations website at https://ir.navitassemi.com.
Questions concerning redemption or exercise of
the warrants may be directed to the Warrant Agent, Continental
Stock Transfer & Trust Company, at 1 State Street, 30th Floor,
New York, NY 10004, Attention: Compliance Department, or by calling
(212) 509-4000.
No Offer or Solicitation
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any offer, solicitation or sale of any Navitas securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
About Navitas
Navitas Semiconductor Corporation (Nasdaq: NVTS
and NVTSW) is the industry leader in GaN power ICs, founded in
2014. GaN power ICs integrate GaN power with drive, control and
protection to enable faster charging, higher power density and
greater energy savings for mobile, consumer, enterprise, eMobility
and new energy markets. Over 130 Navitas patents are issued or
pending, and over 35 million GaNFast power ICs have been
shipped with zero reported GaN field failures. Navitas rang the
opening bell and started trading on Nasdaq on
October 20, 2021.
Contact Information
MediaGraham Robertson, CMO Grand
BridgesGraham@GrandBridges.com
InvestorsStephen Oliver, VP Corporate Marketing &
Investor Relationsir@navitassemi.com
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/ee566ec3-c38c-4563-ad8e-744d8342f383
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