Mondee announces the launch of an offer to purchase and
AUSTIN, Texas, Sept. 16, 2022 (GLOBE NEWSWIRE) — Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), the fast-growing travel technology company and market, with a portfolio of globally recognized platforms and brands in the leisure and business travel industries, today announced the launch of an offer to purchase (the “Offer”) all of its public warrants (the “Public Warrants”) and private placement warrants (the “Public Warrants”) Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) to purchase Class A common shares, with a par value of $0.0001 per share, at a purchase price of $0.65 in cash, without interest. The purpose of the offering is to reduce the number of Class A common shares that would become outstanding upon exercise of the warrants, thereby providing investors and potential investors with greater certainty as to the capital structure of Mondee.
Mondee is also seeking consents (the “Consent Solicitation”) to amend the Amended and Restated Agency Agreement, dated July 18, 2022 (the “Agency Agreement”), by and between Mondee and Continental Stock Transfer & Trust Company (the “Transfer Agent”), which governs all Warrants, to permit Mondee to redeem each outstanding Warrant for $0.01 in cash, without interest, approximately 98% less than the price applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, adoption of the Warrant Amendment will require the consent of holders of at least a simple majority of the outstanding Public Warrants with respect to the Public Warrants and the consent of the holders of at least a simple majority of the outstanding Private Placement Warrants with respect to the Private Placement Warrants. In order to tender Warrants into the Offer and receive $0.65 in cash for each of their Warrants, Warrantholders are required to complete the Consent Solicitation.
The Offer will be open until one minute after 11:59 p.m. Eastern Time on October 17, 2022, unless extended or terminated earlier by Mondee (the “Expiration Date”). The warrants offered may be withdrawn by holders at any time prior to the expiration date. The Company’s obligation to carry out the Offer is not conditional on the contribution of a minimum number of Warrants.
The Offer and Consent Solicitation are made pursuant to an Offer to Purchase dated September 16, 2022 and Schedule TO dated September 16, 2022, each filed with the Securities and Exchange Commission (“SEC”) of the United States and more fully sets forth the terms and conditions of the Offer and the Consent Solicitation.
The Company’s Class A common stock and public warrants trade on the Nasdaq Stock Market LLC under the symbols “MOND” and “MONDW”, respectively. As of September 12, 2022, a total of 12,397,485 warrants were outstanding.
Roth Capital Partners, LLC has been appointed Dealer Manager for the Consent Offer and Solicitation, Morrow Sodali (“Morrow”) has been appointed Information Agent for the Consent Offer and Solicitation, and Continental Stock Transfer & Trust Company has been appointed as Depositary for the Offer and Consent Solicitation. All questions regarding the bidding procedures and requests for additional copies of the bidding documents, including the letter of transmittal and consent, should be directed to Morrow at (800) 662-5200 (toll-free). fee) or [email protected]
Important additional information has been filed with the SEC
Copies of the Schedule TO and the Offer to Purchase will be available free of charge on the SEC’s website at www.sec.gov. Requests for materials may also be directed to Morrow at (800) 662-5200 (toll free) or [email protected]
This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation is made only by way of Schedule A and the Offer to Purchase, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in Schedule A and the offer to purchase.
Holders of Warrants are urged to read Exhibit A and the Offer to Purchase carefully before making any decision regarding the Offer and the Consent Solicitation, as they contain important information, including the various terms and terms of the offer and consent solicitation.
Neither Mondee nor any member of its management or board of directors, broker-manager, information agent or custodian, or any other person makes any recommendation as to whether holders of warrants Whether or not the Warrants are expected to offer Exchange Warrants under the Offer or consent to the Offer Amendment of Mandate in the Consent Solicitation. Warrantholders must make their own decision as to whether to offer their Warrants and, if so, how many Warrants to offer.
Mondee is a group of leading travel technology, services and content companies driving innovative and disruptive change in the business and leisure travel markets. They provide a revolutionary technology platform of SaaS, mobile and cloud products and services to a global customer base, processing over 50 million daily searches and billions of dollars in transaction volume annually. The company connects a network of more than 50,000 leisure travel counselors and gig economy workers to more than 500 airlines and more than one million hotels and vacation rentals, packaged solutions and auxiliary offers. Founded in 2011, Mondee is headquartered in Austin, Texas, with 17 offices across the United States and Canada, and operations in India, Thailand, and Ireland. On July 18, 2022, Mondee entered into a business combination with ITHAX Acquisition Corp., a former Cayman Islands exempt company, and has been publicly listed on the Nasdaq since July 19, 2022 under the symbol “MOND”. For more information, visit https://www.mondee.com.
This press release contains “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements can be identified by words such as: “believe”, “may”, “may”, “expect”, “intend”, “potential”, “plan”, “will” and similar references to future periods. . Examples of forward-looking statements include, but are not limited to, statements we make regarding future growth, performance, business prospects and opportunities, future plans and intentions or other future events are forward-looking statements. These 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 on estimates and assumptions that, although 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 Company’s control. Factors that could 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 following the recently completed business combination between ITHAX Acquisition Corp. and Mondee Holdings II, Inc., the outcome of any legal proceedings that may be brought against the Company or others and any definitive agreements relating thereto, the ability to recognize the expected benefits of the business combination, which may be affected by, among other things, competition, the Company’s ability to grow and manage growth profitably, maintain customer and supplier relationships and retain its management and key employees, the ability to meet corporate standards listing on the Nasdaq and other risks and uncertainties set forth in the sections titled “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 United States Securities and Exchange Commission (the “SEC”) on June 27, 2022, the Company’s current report on Form 8-K dated filed with the SEC on July 20, 2022 and subsequent filings by the Company with the SEC. There may be additional risks that the Company is not currently aware of or that it currently believes to be immaterial which could also cause actual results to differ from those contained in the forward-looking statements.
Nothing in this press release should be taken as a representation by anyone that the forward-looking statements set forth herein will be realized or that any of the results contemplated by such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made, and the Company expressly disclaims any obligation or undertaking to provide updates or revisions to any forward-looking statements to reflect events or circumstances after the date on which this statement is made, or to reflect the occurrence of unforeseen events.
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