MEMPHIS, Tenn., Sept. 20, 2021 /PRNewswire/ -- Live Oak
Acquisition Corp. II (NYSE: LOKB) ("Live Oak II"), announced
today that it is extending its previously announced offer to
acquire all issued and allotted ordinary shares and preferred
shares of Navitas Semiconductor Limited, a private company limited
by shares organized under the Laws of Ireland ("Navitas Ireland") and domesticated
as a limited liability company in the State of Delaware as Navitas Semiconductor
Ireland, LLC ("Navitas Delaware" and, together with Navitas
Ireland, "Navitas"), other than outstanding restricted shares of
Navitas Ireland granted pursuant to Navitas' 2020 Equity Incentive
Plan, until October 15, 2021, at
11:59 p.m., New York City time, unless the offer is
further extended or withdrawn by Live Oak II.
Live Oak II is making the offer pursuant to a Business
Combination Agreement and Plan of Reorganization, dated as of
May 6, 2021, by and among Live Oak II, a wholly owned
subsidiary of Live Oak II, and Navitas whereby the parties intend
to effect a business combination between Live Oak II and Navitas,
on the terms and subject to the conditions set forth therein.
Except for the extension of the tender offer, all other terms and
conditions of the tender offer remain the same as set forth in the
Offer to Acquire dated July 9, 2021 and the related letter of
transmittal.
As of 12:01 a.m., New York City time, on September 17, 2021, approximately (i) 15,832,819
ordinary shares of Navitas Ireland, par value U.S. $0.0001 per share (each a "Navitas Ireland Common
Share"), have been validly tendered and not withdrawn pursuant to
the tender offer, representing approximately 94.3% of the
outstanding Navitas Ireland Common Shares, (ii) 16,572,611 Series A
preferred shares of Navitas Ireland, par value U.S. $0.0001 per share (the "Navitas Series A
Preferred Shares"), have been validly tendered and not withdrawn
pursuant to the tender offer, representing approximately 99.7% of
the outstanding Navitas Series A Preferred Shares; (iii) 5,048,872
Series B-1 preferred shares of Navitas Ireland, par value
U.S. $0.0001 per share (the "Navitas
Series B-1 Preferred Shares"), have been validly tendered
and not withdrawn pursuant to the tender offer, representing
approximately 93.2% of the outstanding Navitas
Series B-1 Preferred Shares; (iv) 15,456,273
Series B-2 preferred shares of Navitas Ireland, par value
U.S. $0.0001 per share (the "Navitas
Series B-2 Preferred Shares"), have been validly tendered
and not withdrawn pursuant to the tender offer, representing
approximately 84.9% of the outstanding Navitas
Series B-2 Preferred Shares; and (v) 14,200,514 Series B
preferred shares of Navitas Ireland, par value U.S. $0.0001 per share (the "Navitas Series B
Preferred Shares"), have been validly tendered and not withdrawn
pursuant to the tender offer, representing approximately 99.9% of
the outstanding Navitas Series B Preferred Shares.
About Live Oak Acquisition Corp. II
Live Oak II raised
$253 million in December 2020,
and its units, Class A common stock and warrants are listed on
the NYSE under the tickers "LOKB.U," "LOKB" and LOKB WS,"
respectively. Live Oak II is a blank check company whose business
purpose is to effect a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Live Oak II is led by an
experienced team of managers, operators and investors who have
played important roles in helping build and grow profitable public
and private businesses, both organically and through acquisitions,
to create value for stockholders. The team has experience operating
and investing in a wide range of industries, bringing a diversity
of experiences as well as valuable expertise and perspective.
Cautionary Note Regarding Forward-Looking
Statements
The information in this press release includes
"forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included in this press release, regarding the
proposed transaction, the ability of the parties to consummate the
transaction, the benefits of the transaction and the combined
company's future financial performance, as well as the combined
company's strategy, future operations, estimated financial
position, estimated revenues and losses, projections of market
opportunity and market share, projected costs, prospects, plans and
objectives of management are forward-looking statements. When used
in this press release, the words "could," "should," "will," "may,"
"believe," "anticipate," "intend," "estimate," "plan," "seek,"
"expect," "project," "forecast," the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words.
Live Oak II and Navitas caution you that the forward-looking
statements contained in this press release are subject to numerous
risks and uncertainties, including the possibility that the
expected growth of Navitas' business will not be realized, or will
not be realized within the expected time period, due to, among
other things: (i) Navitas' goals and strategies, future
business development, financial condition and results of
operations; (ii) Navitas' customer relationships and ability
to retain and expand these customer relationships;
(iii) Navitas' ability to accurately predict future revenues
for the purpose of appropriately budgeting and adjusting Navitas'
expenses; (iv) Navitas' ability to diversify its customer base
and develop relationships in new markets; (v) the level of
demand in Navitas' customers' end markets; (vi) Navitas'
ability to attract, train and retain key qualified personnel;
(vii) changes in trade policies, including the imposition of
tariffs; (viii) the impact
of the COVID-19 pandemic on Navitas' business,
results of operations and financial condition; (ix) the impact
of the COVID-19 pandemic on the global economy;
(x) the ability of Navitas to maintain compliance with certain
U.S. Government contracting requirements; (xi) regulatory
developments in the United States
and foreign countries; and (xii) Navitas' ability to protect
its intellectual property rights. Forward-looking statements are
also subject to additional risks and uncertainties, including
(i) changes in domestic and foreign business, market,
financial, political and legal conditions; (ii) the inability
of the parties to successfully or timely consummate the proposed
transaction, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed transaction or
that the approval of the stockholders of Live Oak II is not
obtained; (iii) the outcome of any legal proceedings that may
be instituted against Live Oak II or Navitas following announcement
of the proposed transaction; (iv) the risk that the proposed
transaction disrupts Live Oak II's or Navitas' current plans and
operations as a result of the announcement of the proposed
transaction; (v) costs related to the proposed transaction;
(vi) failure to realize the anticipated benefits of the
proposed transaction; (vii) risks relating to the uncertainty
of the projected financial information with respect to Navitas;
(viii) risks related to the rollout of Navitas' business and
the timing of expected business milestones; (ix) the effects
of competition on Navitas' business; (x) the amount of
redemption requests made by Live Oak II's public stockholders;
(xi) the ability of Live Oak II or the combined company to
issue equity or equity-linked securities in connection with the
proposed transaction or in the future; and (xii) those factors
discussed in Live Oak II's registration statement
on Form S-4 (File No. 333-256880), as the
same has been amended (the "Registration
Statement") filed with the Securities and Exchange Commission
(the "SEC") and Live Oak II's final prospectus filed with the SEC
on December 4, 2020 under the heading "Risk Factors" and other
documents of Live Oak II filed, or to be filed, with the SEC.
If any of the risks described above materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by our forward-looking statements. There
may be additional risks that neither Live Oak II nor Navitas
presently know or that Live Oak II and Navitas currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Live Oak II's and Navitas'
expectations, plans or forecasts of future events and views as of
the date of this press release. Live Oak II and Navitas anticipate
that subsequent events and developments will cause Live Oak II's
and Navitas' assessments to change. However, while Live Oak II and
Navitas may elect to update these forward-looking statements at
some point in the future, Live Oak II and Navitas specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Live Oak II's and
Navitas' assessments as of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Important Information and Where to Find It
In
connection with the proposed transaction, Live Oak II has filed the
Registration Statement with the SEC, which includes a proxy
statement/prospectus of Live Oak II. Live Oak II also plans to file
other documents and relevant materials with the SEC regarding the
proposed transaction. After the Registration Statement has been
cleared by the SEC, a definitive proxy statement/prospectus will be
mailed to the stockholders of Live Oak II. SECURITYHOLDERS OF LIVE
OAK II AND NAVITAS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED
TRANSACTION
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Stockholders will be able to
obtain free copies of the proxy statement/prospectus and other
documents containing important information about Live Oak II and
Navitas once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
Live Oak II and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Live Oak II
in connection with the proposed transaction. Navitas and its
officers and directors may also be deemed participants in such
solicitation. Securityholders may obtain more detailed information
regarding the names, affiliations and interests of certain of Live
Oak II's executive officers and directors in the solicitation by
reading Live Oak II's Annual Report
on Form 10-K filed with the SEC on
March 25, 2021 and the proxy statement/prospectus and other
relevant materials filed with the SEC in connection with the
proposed transaction when they become available. Information
concerning the interests of Live Oak II's participants in the
solicitation, which may, in some cases, be different than those of
Live Oak II's stockholders generally, will be set forth in the
proxy statement/prospectus relating to the proposed transaction
when it becomes available.
Contact Information
Adam J.
Fishman, COO
afishman@liveoakmp.com
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SOURCE Live Oak Acquisition Corp. II