7 February 2022
Navitas announces redemption of outstanding warrants
Gallium nitride (GaN) power integrated circuit firm Navitas Semiconductor of El Segundo, CA, USA and Dublin, Ireland says that it will redeem all of its publicly traded and privately held warrants to purchase shares of its Class A common stock that remain outstanding at 5pm New York City time on 7 March, for a redemption price of $0.10 per warrant.
Navitas has directed its warrant agent Continental Stock Transfer & Trust Company to deliver a notice of redemption to the registered holders of outstanding warrants pursuant to the warrant agreement (dated 2 December) 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 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 firm 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 per share. Both stock price conditions were satisfied as of 1 February, the third business day before the notice of redemption being sent to warrant holders.
Exercise procedures and deadline for warrant exercise
Warrant holders may continue to exercise their warrants to purchase shares until immediately before 5pm 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 or (ii) on a ‘cashless’ basis in which the exercising holder will receive a number of shares determined under the warrant agreement and based on the redemption date and the redemption fair market value, which is based on the volume-weighted average price per share 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 that the holder will be entitled to receive will be rounded down to the nearest whole number of shares.
Termination of warrant rights
Any outstanding Navitas warrants that remain unexercised at 5pm 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.