24 February 2022
Navitas announces ‘redemption fair market value’ for warrants
Gallium nitride (GaN) power integrated circuit firm Navitas Semiconductor Corp of El Segundo, CA, USA and Dublin, Ireland has announced the ‘redemption fair market value’ in connection with its upcoming redemption of all outstanding warrants to purchase shares of its Class A common stock.
In early February, Navitas announced that it will redeem all of its publicly traded and privately held warrants that remain unexercised at 5pm New York City time on 7 March, for a redemption price of $0.10 per warrant. The ‘redemption fair market value’ is used to determine the number of shares that will be issued to warrant holders who elect to exercise their warrants on a ‘cashless’ basis before the redemption date, subject to the terms of Navitas’ previously issued notice of redemption.
Navitas’ warrant agent Continental Stock Transfer & Trust Company has delivered a notice of redemption fair market value to registered holders of outstanding warrants, informing them that:
* based on the redemption date, the redemption fair market value is $10.33; and
* as a result, holders who exercise their warrants on a ‘cashless’ basis before 5pm New York City time on the redemption date will be entitled to receive 0.261 shares of Navitas common stock per warrant exercised.
Exercise procedures and deadline for warrant exercise
Warrant holders have until immediately before 5pm New York City time on the redemption date to exercise their warrants. 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 0.261 shares of common stock per warrant exercised.
Warrants may be exercised on a ‘cashless’ basis regardless of the market value of the common stock at the time of exercise and even if such value is less than the warrant exercise price of $11.50 per share. 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.
Termination of warrant rights
Any 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.