AUSTIN, Texas, Oct. 21, 2022 (GLOBE NEWSWIRE) — Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the high-growth, journey expertise firm and market, with a portfolio of globally acknowledged platforms and manufacturers within the leisure and company journey sectors, at the moment introduced that it efficiently accomplished a young course of which, when mixed with the contemplated redemption of untendered warrants, will lead to a simplified capital construction with no public warrants.
“We are pleased that, through this process, we will eliminate approximately 12 million public warrants, avoiding a source of potential dilution of our common equity. Long-term-oriented institutional investors that find Mondee’s story compelling, can now focus on our common stock without the distraction of another instrument offering equity upside,” mentioned Chief Financial Officer Dan Figenshu.
Tender Process Details
Mondee’s provide to buy (i) all of the Company’s excellent warrants that had been issued and offered as half of items in reference to ITHAX Acquisition Corp.’s preliminary public providing and subsequently adjusted in reference to the business mixture between Mondee and ITHAX Acquisition Corp. (the “Public Warrants”) and (ii) the warrants that had been privately issued and offered in reference to the ITHAX IPO based mostly on exemption from registration beneath the Securities Act of 1933, as amended (the “Private Warrants, and together with the Public Warrants, the “Warrants”), for $0.65 per share (the “Offer”), expired at one minute after 11:59 p.m., Eastern Time, on October 17, 2022.
The Company additionally solicited consents (the “Consent Solicitation”) to amend the Amended and Restated Warrant Agreement, dated as of July 18, 2022 (the “Warrant Agreement”), by and between Mondee and Continental Stock Transfer & Trust Company (the “Transfer Agent”), which governs all of the Warrants, to allow Mondee to redeem every excellent Warrant for $0.01 in money, with out curiosity, which is roughly 98% lower than the worth relevant to the Offer (such modification, the “Warrant Amendment”). Pursuant to the phrases of the Warrant Agreement, the adoption of the Warrant Amendment required the consent of holders of at the least a easy majority of the excellent Public Warrants because it relates to the Public Warrants and the consent of holders of at the least a easy majority of the excellent Private Placement Warrants because it relates to the Private Placement Warrants. In order to tender the Warrants within the Offer and obtain $0.65 in money for every of their Warrants, holders of the Warrants had been required to execute the Consent Solicitation.
Mondee has been suggested {that a} complete of 10,741,390 public warrants had been correctly tendered and not correctly withdrawn, which quantities to roughly 89.1% of the excellent public warrants (none of the non-public placement warrants had been correctly tendered and not correctly withdrawn). Pursuant to the phrases of the Offer, the Company expects to pay an mixture of $6,981,903.50 in money in alternate for such warrants. Such fee might be made promptly. Holders of Warrants that had been validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation will obtain $0.65 per share for every Warrant tendered by the holder and exchanged pursuant to the Offer. The Company expects to settle for all validly tendered Warrants for alternate and settlement on or earlier than October 21, 2022.
In addition, pursuant to the Consent Solicitation, the Company obtained the approval of holders of roughly 89.1% of the excellent Public Warrants and none of the excellent Private Placement Warrants to amend the Warrant Agreement, which exceeds the 50.1% required to impact the Warrant Amendment with respect to the Public Warrants and doesn’t meet the 50.1% required to impact the Warrant Amendment with respect to the Private Warrants. The Company expects to execute the Warrant Amendment with respect to the Public Warrants concurrently with the settlement of the Offer, and thereafter, has introduced that it’ll train its proper in accordance with the phrases of the Warrant Amendment, to purchase and retire all remaining untendered Public Warrants in alternate for $0.01 per share, and has mounted October 27, 2022 because the redemption date, following which no Public Warrants will stay excellent.
The Offer and Consent Solicitation had been made pursuant to an Offer to Purchase dated September 16, 2022, and Schedule TO, dated September 16, 2022 and amended on October 7, 2022, every of which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and extra totally set forth the phrases and situations of the Offer and Consent Solicitation.
The Company’s Class A typical inventory and Public Warrants are listed on The Nasdaq Stock Market LLC beneath the symbols “MOND” and “MONDW,” respectively. As of September 12, 2022, a complete of 12,397,485 Warrants had been excellent.
Roth Capital Partners, LLC was the Dealer Manager for the Offer and Consent Solicitation, Morrow Sodali (“Morrow”) was the Information Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company was the Depositary for the Offer and Consent Solicitation. All questions regarding tender procedures and requests for extra copies of the provide supplies, together with the letter of transmittal and consent ought to be directed to Morrow at (800) 662-5200 (toll-free) or [email protected].
Important Additional Information Has Been Filed with the SEC
Copies of the Schedule TO and Offer to Purchase might be obtainable free of cost on the web site of the SEC at www.sec.gov. Requests for paperwork may be directed Morrow at (800) 662-5200 (toll-free) or [email protected].
This announcement is for informational functions solely and shall not represent a suggestion to buy or a solicitation of a suggestion to promote the Warrants. The Offer and Consent Solicitation are being made solely via the Schedule TO and Offer to Purchase, and the entire phrases and situations of the Offer and Consent Solicitation are set forth within the Schedule TO and Offer to Purchase.
Holders of the Warrants are urged to learn the Schedule TO and Offer to Purchase rigorously earlier than making any resolution with respect to the Offer and Consent Solicitation as a result of they include essential data, together with the varied phrases of, and situations to, the Offer and Consent Solicitation.
None of Mondee, any of its administration or its board of administrators, or the Dealer Manager or the Information Agent or Depositary or some other particular person makes any suggestion as to whether or not or not Warrant holders ought to tender Warrants for alternate within the Offer or consent to the Warrant Amendment within the Consent Solicitation. Warrant holders should make their very own resolution as to whether or not to tender their Warrants and, if that’s the case, what number of Warrants to tender.
About Mondee
Mondee is a bunch of main journey expertise, service, and content material corporations driving disruptive modern change within the leisure and company journey markets. They ship a revolutionary expertise platform of SaaS, cell, and cloud merchandise and companies to a worldwide buyer base, processing over 50 million day by day searches and multi-billion {dollars} of transactional quantity yearly. The Company is connecting a community of 50,000+ leisure journey advisors and gig economy staff to 500+ airways and over 1 million lodge and trip leases, packaged options and ancillary choices. Founded in 2011, Mondee is headquartered in Austin, Texas, with 17 places of work within the USA and Canada, and operations in India, Thailand, and Ireland. On July 18, 2022, Mondee accomplished a business mixture with ITHAX Acquisition Corp., a former Cayman Islands exempted firm, and has been buying and selling as a publicly listed firm on Nasdaq since July 19, 2022 beneath the ticker image “MOND”. For extra data, please go to https://www.mondee.com.
Forward-Looking Statements:
This press launch accommodates “forward-looking statements” inside the that means of federal securities legislation. Forward-looking statements will be recognized by phrases comparable to: “believe,” “can”, “”may,” “expects,” “intends,” “potential,” “plans,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future growth, performance, business prospects and opportunities, future plans and intentions or other future events are forward looking statements. 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 the Company and its management, are inherently uncertain. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans, forecasts, and other expectations after the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with respect thereto, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, the ability to meet Nasdaq’s listing standards, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s registration statement on Form S-4 relating to the business combination declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 27, 2022, the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022, and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
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, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.
For Further Information, Contact:
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