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TNAV > SEC Filings for TNAV > Form 8-K on 13-Mar-2013All Recent SEC Filings

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Form 8-K for TELENAV, INC.


13-Mar-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 12, 2013, Telenav, Inc. ("Telenav" or the "Company") entered into an asset purchase agreement (the "Asset Purchase Agreement") with FleetCor Technologies Operating Company, LLC ("FleetCor"). The Asset Purchase Agreement provides for the sale of the Company's enterprise business unit (the "Transaction"). FleetCor has agreed to pay approximately $10 million in cash for the assets of Telenav's enterprise business unit and to assume certain liabilities of Telenav and its affiliates relating to the enterprise business unit, as described in the Asset Purchase Agreement. The Transaction is anticipated to close in approximately 30 days after the date of the Asset Purchase Agreement, subject to the satisfaction of various customary closing conditions.

The Asset Purchase Agreement includes customary representations, warranties and covenants, including a license permitting FleetCor to utilize certain Telenav owned intellectual property following the Transaction. Subject to certain limitations, each party has also agreed to indemnify the other for breaches of representations, warranties and covenants and other specified matters. 12.5% of the purchase price will be held back by FleetCor upon the closing of the Transaction and shall be maintained for a period of twelve months to satisfy any amounts owed by Telenav to FleetCor pursuant to Telenav's obligations under the Asset Purchase Agreement, including the indemnification provisions.

The Asset Purchase Agreement also includes customary termination provisions, including that each of Telenav and FleetCor may terminate the Asset Purchase Agreement if the other party has materially breached any representation, warranty or covenant contained in the Asset Purchase Agreement and failed to cure such breach or if the closing of the Transaction has not occurred on or prior to May 1, 2013. Further, FleetCor may terminate the Asset Purchase Agreement if prior to the closing of the Transaction, the assets of Telenav's enterprise business unit were lost, damaged and destroyed and such loss, damage or destruction would result in a material adverse effect on the Company, the enterprise business unit or its assets.

In connection with the Transaction, Telenav and FleetCor intend to enter into a transition services agreement, pursuant to which Telenav will continue to support certain aspects of the enterprise business following the closing of the Transaction while that business is transitioned to FleetCor, and a noncompetition agreement, pursuant to which Telenav will agree not to compete with FleetCor in certain business areas related to the enterprise business for three years following the closing of the Transaction.

The foregoing is a summary of the terms of the Asset Purchase Agreement and does not purport to summarize or include all terms of the Asset Purchase Agreement or to identify or summarize all of the other agreements related to the Transaction. A copy of the press release announcing the entry into the Asset Purchase Agreement is attached as Exhibit 99.1 to this Form 8-K.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number Description
2.1*           Asset Purchase Agreement by and between Telenav, Inc. and FleetCor
               Technologies Operating Company, LLC dated March 12, 2013.

99.1           Press release of Telenav, Inc. dated March 12, 2013

*To be filed with the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2013.

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