Tata Communications Limited (NSEI : TATACOMM) entered into a definitive agreement to acquire Kaleyra, Inc. (NYSE : KLR) from group of shareholders for $90.8 million on June 28, 2023. The offer price is $7.25 cash per share. Upon termination, Kaleyra will pay a termination fee of $5,000,000 if the Merger Agreement is validly terminated by Tata Communications as a result of: (x) the Merger not being consummated by the Termination Date and Tata Communications will pay termination fee of $5 million. Kaleyra's board of directors have approved the transaction unanimously. Both companies' boards of directors have approved the acquisition but it remains subject to approval by Kaleyra's stockholders, as well as regulatory approvals and other customary closing conditions. As of August 17, 2023, Kaleyra's board of directors unanimously recommends that the stockholders of the Kaleyra vote for the proposal to approve and adopt the Merger Agreement and the Merger. The meeting of the Kaleyra?s shareholders is scheduled to be held on September 28, 2023 to vote or the purpose of, among other things, the merger. The transaction is expected to close in six to nine months, with Kaleyra becoming a subsidiary of Tata Communications. As of September 28, 2023, shareholders of Kaleyra have approved the transaction. As of September 28, 2023, the closing of the transaction is expected to occur on October 5, 2023.

Robert B. Stebbins and Sean M. Ewen of Willkie Farr & Gallagher LLP acted as legal advisor of Kaleyra and James A. Hutchinson, Joshua M. Zachariah and Jean A. Lee of Goodwin Procter LLP acted as legal advisor of Tata. Northland Securities provided fairness opinion to Kaleyra. Lazard Freres & Co. LLC acted as financial advisor of Tata. In connection with Northland?s services as our financial advisor in connection with the Merger, Northland is entitled receive a non-refundable fee of $400,000, of which $200,000 was payable immediately upon the delivery of their opinion and $200,000 upon the signing of the Merger Agreement. In the event any additional opinion is delivered, we will pay an additional fee of $15,000 immediately upon delivery of each additional opinion. Okapi Partners LLC acted as information agent to Kaleyra and received $50,000 as fees for service rendered. Sharad Abhyankar, Bhavya Bhankharia and Murugaveni Pillai of Khaitan & Co. acted as a legal advisor for Tata Communications Limited (NSEI:TATACOMM).

Tata Communications Limited (NSEI : TATACOMM) completed the acquisition of Kaleyra, Inc. (NYSE : KLR) from group of shareholders on October 5, 2023. The transaction has been completed upon receipt of the approval by Kaleyra?s stockholders, necessary regulatory approvals, and fulfilment of other customary closing conditions. Under the terms of the agreement, Tata Communications Limited has paid an aggregate consideration of approximately $100 million in cash and assumed all of Kaleyra?s outstanding debt. With this, Kaleyra, Inc. and its subsidiaries have now become wholly owned subsidiaries of Tata Communications Limited. As a part of closing, Kaleyra, Inc. and its subsidiaries have now become wholly owned subsidiaries of Tata Communications Limited. Additionally, subsidiaries of Kaleyra Inc. in US, UK, Africa, Italy, Canada, UAE, India, Mexico and Greece will become indirect subsidiaries of TC India. On completion, Calogero was terminated as a director of the Company and Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors.