VIENNA, Va.–(BUSINESS WIRE)–Urgent.ly Inc., a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced that, subject to the completion or waiver of customary closing conditions, the Closing of the Merger is expected to take place prior to the market open on Thursday, October 19, 2023. Capitalized terms used in this press release but not otherwise defined herein have the meanings given to them in the Merger Agreement.
In accordance with the terms of the Agreement and Plan of Merger, dated February 9, 2023, among Urgently, Otonomo Technologies Ltd. (Nasdaq: OTMO) (“Otonomo”) and U.O Odyssey Merger Sub Ltd (“Merger Sub”) (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of Urgently (the “Merger”), the exchange ratio has been determined to be 0.51756 shares of Urgently common stock per Otonomo ordinary share (the “Exchange Ratio”), which reflects an implied equity valuation of approximately $282 million on a combined company basis. Urgently believes that based on the terms of the Merger Agreement and Urgently’s convertible securities, the implied price for Urgently’s common stock immediately prior to Closing would be $21.18 per share.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, (1) the outstanding Otonomo ordinary shares (excluding shares owned by Otonomo subsidiaries and shares to be canceled pursuant to the terms of the Merger Agreement) will be transferred to Urgently and the rights of the holders thereof will automatically convert into and represent the right to receive 5,427,789 shares of Urgently common stock, par value $0.001 per share, with each holder’s shares rounded to the nearest whole number (with 0.5 shares being rounded up), and (2) each outstanding restricted share unit award relating to Otonomo ordinary shares (an “Otonomo RSU”) will be assumed by Urgently on the same terms and conditions as applied to the Otonomo RSU Award immediately prior to the Effective Time and will settle into a number of shares of Urgently common stock equal to the product obtained by multiplying (i) the number of Otonomo ordinary shares subject to the Otonomo RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio.
Upon Closing, on a fully diluted basis and using the Exchange Ratio in accordance with the Merger Agreement, Urgently’s existing stockholders will own, in the aggregate, approximately 60.3% of the combined company and Otonomo’s shareholders will own, in the aggregate, approximately 39.7%, of the combined company.
In connection with Closing, Otonomo ordinary shares are expected to cease trading following market close on Wednesday, October 18. Immediately following the Closing, shares of Urgently common stock are expected to begin trading on The Nasdaq Stock Market LLC under the ticker symbol “ULY.”
All investor materials can be found at geturgently.com/investors.
About Urgently
Urgently keeps vehicles and people moving by delivering safe, innovative, and exceptional mobility assistance experiences. The company’s digitally native software platform combines location-based services, real-time data, AI and machine-to-machine communication to power roadside assistance solutions for leading brands across automotive, insurance, telematics and other transportation-focused verticals. Urgently fulfills the demand for connected roadside assistance services, enabling its partners to deliver exceptional user experiences that drive high customer satisfaction and loyalty, by delivering innovative, transparent and exceptional connected mobility assistance experiences on a global scale. For more information, visit www.geturgently.com.
