Vahanna Tech Edge Acquisition I Corp. (Nasdaq: VHNAU, VHNA, VHNAW)
(“Vahanna”), a publicly traded special purpose acquisition company,
today announced that it will hold an extraordinary general meeting
of shareholders of Vahanna at 10:00 a.m., New York time, on August
25, 2023 (the “Extraordianry General Meeting”) to vote on the
proposed business combination (the “Business Combination”) with
Roadzen, Inc. (“Roadzen” or the “Company”), a global insurance
technology company on a mission to transform global auto insurance
powered by advanced AI. Subject to the satisfaction or waiver of
the closing conditions set forth in the merger agreement, the
combined company will be renamed "Roadzen Inc." (Nasdaq: RDZN,
RDZNW) following the closing.
The registration statement on Form S-4 (File No.
333-269747) containing a proxy statement/prospectus (the "Proxy
Statement/Prospectus") relating to the Business Combination filed
by Vahanna with the U.S. Securities and Exchange Commission (the
"SEC") was declared effective by the SEC on August 14, 2023.
The mailing of the Proxy Statement/Prospectus and related materials
was commenced on August 14, 2023 to shareholders of Vahanna as
of the record date established for voting on the Business
Combination (the "Record Date").
Vahanna’s Extraordinary General Meeting will be
held at 10:00 a.m., New York time, on August 25, 2023 at the
offices of Winston & Strawn LLP at 200 Park Avenue, New York,
New York 10166 and virtually at
https://www.cstproxy.com/vahannatech/sm2023. Shareholders of VHNA
as of the Record Date are entitled to notice of, and to vote
at, the Extraordinary General Meeting.
Advisors
Winston & Strawn LLP is acting as legal
counsel to Roadzen. Mizuho Securities USA LLC (“Mizuho”) and Pi
Capital LLC are acting as financial advisors to Vahanna. Gibson,
Dunn & Crutcher LLP and DMD Advocates are acting as legal
counsels to Vahanna. Sidley Austin LLP is acting as legal counsel
to Mizuho, and Sheumack GMA is acting as Fairness Opinion advisor
to Vahanna’s board of directors.
About VahannaVahanna Tech Edge
Acquisition I Corp. is a blank check company incorporated on April
22, 2021 as a British Virgin Islands business company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses.
About Roadzen
Roadzen is a leading insurance technology
company on a mission to transform global auto insurance powered by
advanced AI. At the heart of Roadzen’s mission is its commitment to
create transparency, efficiency, and a seamless experience for the
millions of end customers who use its products through insurer,
OEM, and fleet (such as trucking, delivery, and commercial fleets)
partners. Roadzen seeks to accomplish this by combining computer
vision, telematics and AI with continually updated data sources to
provide a more efficient, effective and informed way of building
auto insurance products, processing claims and improving driver
safety. Roadzen has been recognized as a top innovator in the
insurtech space by Forbes and Financial Express (India).
For materials and information, visit
https://www.vahannatech.com/ for Vahanna and
https://www.roadzen.io/ for Roadzen.
Important Information About the Business
Combination and Where to Find It
In connection with the Business Combination,
Vahanna has filed a registration statement on Form S-4 with the
SEC, which includes a proxy statement/prospectus. The registration
statement has been declared effective and the proxy
statement/prospectus will be distributed to Vahanna's shareholders
in connection with its solicitation of proxies for the vote by
Vahanna’s shareholders with respect to the Business Combination and
other matters as may be described in the registration statement, as
well as the prospectus relating to the offer and sale of the
securities to be issued in the Business Combination to certain of
Roadzen’s shareholders. This press release does not contain all the
information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business
Combination. Vahanna’s shareholders and other interested persons
are advised to read the definitive proxy statement/prospectus and
other documents filed in connection with Business Combination, as
these materials will contain important information about Vahanna,
Roadzen and the Business Combination.
The definitive proxy statement/prospectus and
other relevant materials for the Business Combination will be
mailed to the shareholders of Vahanna as of the Record Date.
Shareholders can obtain copies of the definitive proxy statement
and other documents filed with the SEC, without charge, at the
SEC’s website at www.sec.gov, or by directing a request to
Vahanna’s chief financial officer at 1230 Avenue of the Americas,
16th Floor, New York, NY 10020.
Participants in the
Solicitation
Vahanna and its directors, executive officers,
other members of management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of
Vahanna’s shareholders in connection with the Business Combination.
Investors and security holders may obtain more detailed information
regarding the names and interests in the Business Combination of
Vahanna’s directors and officers in Vahanna’s filings with the SEC,
including Vahanna’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC on April 14,
2023 (as amended by Amendment No. 1 thereto on April 27, 2023), and
such information and names of Roadzen’s directors and executive
officers are also included in the Registration Statement on Form
S-4 filed with the SEC by Vahanna, which includes the proxy
statement/prospectus of Vahanna for the Business Combination.
Shareholders can obtain copies of Vahanna’s filings with the SEC,
without charge, at the SEC’s website at www.sec.gov. Roadzen
and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders
of Vahanna in connection with the Business Combination. A list of
the names of such directors and executive officers and information
regarding their interests in the Business Combination are included
in the proxy statement/prospectus for the Business Combination.
Forward-Looking Statements
Certain statements, estimates, targets and
projections in this press release may be considered forward-looking
statements. Forward-looking statements generally relate to future
events or Vahanna’s or Roadzen’s future financial or operating
performance. For example, statements regarding anticipated growth
in the industry in which Roadzen operates and anticipated growth in
demand for Roadzen’s services, projections of Roadzen’s future
financial results and other metrics, the satisfaction of closing
conditions to the proposed business combination and the timing of
the completion of the proposed business combination are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “pro forma”,
“may”, “should”, “could”, “might”, “plan”, “possible”, “project”,
“strive”, “budget”, “forecast”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or
“continue”, or the negatives of these terms or variations of them
or similar terminology. Such forward-looking statements are subject
to risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by
Vahanna and its management, and Roadzen and its management, as the
case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: (i) the occurrence of any event,
change or other circumstances that could give rise to the
termination of subsequent definitive agreements with respect to the
proposed business combination; (ii) the outcome of any legal
proceedings that may be instituted against Vahanna, Roadzen, the
combined company or others following the announcement of the
Business Combination and any definitive agreements with respect
thereto; (iii) the inability to complete the Business Combination
due to the failure to obtain approval of the shareholders of
Vahanna or Roadzen; (iv) the inability of Roadzen to satisfy other
conditions to closing; (v) changes to the proposed structure of the
Business Combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (vi) the
ability to meet stock exchange listing standards in connection with
and following the consummation of the Business Combination; (vii)
the risk that the proposed Business Combination disrupts current
plans and operations of Roadzen as a result of the announcement and
consummation of the Business Combination; (viii) the ability to
recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, the ability of the combined company to maintain
relationships with customers, suppliers, labor unions and other
organizations that have a role in the business of Roadzen and the
ability of the combined company to retain its management and key
employees; (ix) costs related to the Business Combination; (x)
changes in applicable laws or regulations, including those
affecting the industries in which the combined company will
operate; (xi) the possibility that Roadzen or the combined company
may be adversely affected by other economic, business, regulatory,
and/or competitive factors; (xii) Roadzen’s estimates of expenses
and profitability; (xiii) the evolution of the markets in which
Roadzen competes; (xiv) the ability of Roadzen to implement its
strategic initiatives and continue to innovate its existing
offerings; (xv) the ability of Roadzen to satisfy regulatory
requirements; (xvi) the impact of the COVID-19 pandemic on
Roadzen’s and the combined company’s business; and (xvii) other
risks and uncertainties set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in Vahanna’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, which was filed with the SEC on April 14, 2023
(as amended by Amendment No. 1 thereto filed on April 27, 2023),
and other risks and uncertainties indicated from time to time in
the definitive proxy statement delivered to Vahanna’s shareholders
and related registration statement on Form S-4, including those set
forth under “Risk Factors” therein, and other documents to be filed
with the SEC by Vahanna.
Nothing in this press release should be regarded
as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither
Vahanna nor Roadzen undertakes any duty to update these
forward-looking statements.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transaction and does
not constitute an offer to sell or a solicitation of an offer to
buy any securities of Vahanna or Roadzen, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Investor Contacts:Roadzen:
Raghav Kansal (raghav@roadzen.io)ICR: Michael Bowen & Dhruv
Chopra (RoadzenIR@ICRinc.com)Vahanna: Raahim Don
(raahim@vahanna.com)
Media Contacts:Roadzen: Sanya
Soni (sanya@roadzen.io)ICR: Edmond Lococo
(RoadzenPR@ICRinc.com)
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