Navitas Semiconductor Corporation announced the “Redemption Fair Market Value” in connection with its upcoming redemption of all outstanding warrants to purchase shares of Navitas Class A common stock.
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Navitas previously announced it will redeem all of its publicly traded and privately held warrants that remain unexercised 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 Fair Market Value” is used to determine the number of shares of stock 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 (the “Warrant Agent”), has delivered a Notice of Redemption Fair Market Value to registered holders of outstanding warrants, informing them that:
a. based on the Redemption Date, the Redemption Fair Market Value is $10.33; and
b. as a result, holders who exercise their warrants on a “cashless” basis before 5:00 p.m. 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 5:00 p.m. 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 Navitas 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 of common stock 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.