NEW YORK and GURGAON, India, July 22,
2016 /PRNewswire/ -- Terrapin 3 Acquisition Corporation
(NASDAQ: TRTL)("TRTL") today announced that, in connection with the
July 19, 2016 approval by TRTL
stockholders to extend the date by which it must complete a
business combination (the "Extension"), holders of approximately
11.3 million public shares in TRTL validly tendered their shares
for a pro rata portion of the cash held in TRTL's trust account in
connection with the Extension as of 4:00 pm (EST) on Thursday,
July 21, 2016, the latest time at which TRTL shareholders
could elect to withdraw their redemption elections.
TRTL obtained the Extension in order to allow more time to
complete its previously announced business combination with Yatra
Online, Inc. ("Yatra"), the fast-growing online travel agency based
in India. While the
Extension allows TRTL until December 19,
2016 to complete the business combination, TRTL anticipates
closing the proposed business combination on or before October 30, 2016.
A total of approximately $99.4
million remains in TRTL's trust account which, together with
$20 million from a forward purchase
contract with an affiliate of Macquarie Capital, results in
$119.4 million available to satisfy
the terms of the proposed business combination with Yatra in
addition to any new equity securities that might be issued in
connection with this transaction.
About Yatra
Founded in 2006 by venture capital firms
and experienced travel industry and technology executives,
yatra.com 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 Capital. 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.
About Macquarie and Macquarie Capital
Macquarie Group
("Macquarie") is a global provider of banking, financial, advisory,
investment and funds management services. Macquarie's main business
focus is making returns by providing a diversified range of
services to clients. Macquarie acts on behalf of institutional,
corporate and retail clients and counterparties around the world.
Founded in 1969, Macquarie operates in more than 70 office
locations in 28 countries. Macquarie employs approximately 14,000
people and has assets under management of over $367.4 billion (as of March 31, 2016).
Macquarie Capital comprises Macquarie Group's corporate
advisory, capital markets and principal investing capabilities.
Macquarie Capital's expertise spans a variety of industry sectors,
including telecommunications, media, entertainment, gaming,
financial institutions, industrials, energy, resources, real
estate, infrastructure, utilities and renewables.
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.
Additional Information and Where to Find It
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
intends to file with the SEC a Registration Statement on Form F-4
that will include a proxy statement of TRTL that also constitutes a
prospectus of Yatra. 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. 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 Transaction
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 business combination 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
