NEEDHAM,
Mass., Dec. 19, 2024 /PRNewswire/ -- Tripadvisor,
Inc. (NASDAQ: TRIP) ("Tripadvisor") and Liberty TripAdvisor
Holdings, Inc. (OTCMKTS: LTRPA, LTRPB) ("Liberty TripAdvisor")
announced that they have entered into an agreement and plan of
merger (the "Merger Agreement") whereby Tripadvisor will acquire
Liberty TripAdvisor (the "Merger"). In connection with the
Merger, (i) the shares of Liberty TripAdvisor Series A Common Stock
and Series B Common Stock issued and outstanding immediately prior
to the effective time of the Merger will be converted into the
right to receive $0.2567 per share in
cash (without interest), totaling approximately $20 million in the aggregate; (ii) all of the
shares of Liberty TripAdvisor's 8% Series A Cumulative Redeemable
Preferred Stock issued and outstanding immediately prior to the
effective time of the Merger will be converted into the right to
receive, in the aggregate, $42,471,000 in cash, without interest, and
3,037,959 validly issued, fully paid and non-assessable shares of
Tripadvisor common stock; and (iii) Liberty TripAdvisor's
0.50% Exchangeable Senior Debentures (the "Exchangeable
Debentures") of approximately $330
million will be repaid in accordance with their terms.
The transaction is expected to close in the second quarter of
2025.
Liberty TripAdvisor owns 16,445,894 shares of Tripadvisor common
stock and 12,799,999 shares of Tripadvisor Class B common stock, of
which 2,422,210 shares of Tripadvisor common stock are pledged as
collateral against Liberty TripAdvisor's variable prepaid forward
contract (the "VPF"). Upon consummation of the Merger, Tripadvisor
plans to retire approximately 27 million shares of Tripadvisor
common stock currently held by Liberty TripAdvisor, net of
approximately 2.4 million shares underlying the VPF.
Accordingly, Tripadvisor views this transaction as effectively a
repurchase of the Tripadvisor common stock held by Liberty
TripAdvisor. The implied share price for the acquisition of
such shares of Tripadvisor common stock from Liberty Tripadvisor is
$16.21 (which reflects a premium of
approximately 16% based on the 10-day volume-weighted average share
price as of December 17, 2024).
The aggregate transaction value is approximately $435 million. The transaction will result
in the simplification of Tripadvisor's capital structure into a
single class of shares with no controlling stockholder, thereby
creating more strategic flexibility for Tripadvisor.
"We are pleased with the agreement reached with Liberty
TripAdvisor, and I want to thank the Special Committee for its
diligent work on behalf of all stakeholders," said Tripadvisor
President & Chief Executive Officer Matt Goldberg. "The transaction presents a
unique and favorable opportunity to simplify our capital structure,
create strategic flexibility, and retire a large portion of our
shares, while maintaining a healthy balance sheet. We believe
this transaction marks a new era for Tripadvisor and we are excited
to continue to pursue our strategic vision across travel and
experiences."
"We believe this transaction maximizes value for Liberty
TripAdvisor stakeholders given the challenges of its capital
structure that were exacerbated during COVID. This will
simplify Tripadvisor's corporate structure and allow management to
focus on their go forward operating strategy," said Greg Maffei, Chairman of the Board of
Tripadvisor and President and Chief Executive Officer of Liberty
TripAdvisor. "There is value to be unlocked at Tripadvisor,
particularly in experiences, and the company will be more nimble to
pursue these opportunities with a simplified corporate structure.
We appreciate the work that Tripadvisor and Certares have done to
reach this agreement."
The transaction was unanimously recommended by the Tripadvisor
Special Committee comprised of independent and disinterested
directors and advised by legal and financial advisors. The Board of
Directors of both Tripadvisor and Liberty TripAdvisor have approved
this transaction. However, closing of the Merger is subject to
certain customary conditions, including the adoption of the Merger
Agreement by the holders of a majority of the aggregate voting
power of the outstanding shares of Liberty TripAdvisor Series A and
Series B common stock entitled to vote thereon. If the
transaction has not closed as of March 27,
2025, Tripadvisor will provide a loan to Liberty TripAdvisor
for any amounts that may be needed to address any Exchangeable
Debentures that are put to Liberty TripAdvisor on March 27, 2025. The loan will be secured by
shares of Tripadvisor common stock and Class B common stock held by
Liberty TripAdvisor, and will be canceled at closing of the
transaction (or, in the event the Merger is not completed, will
become due and payable shortly after the termination of the
transaction agreements).
Greg Maffei, Chairman, President
and Chief Executive Officer of Liberty TripAdvisor, has also agreed
to vote, subject to certain exceptions, shares beneficially owned
by him, representing approximately 39% of the aggregate voting
power of Liberty TripAdvisor, in favor of the transaction.
Tripadvisor will post a presentation with a summary of these
details on its investor relations website at
https://ir.tripadvisor.com.
Centerview Partners LLC is serving as financial advisor to
Tripadvisor's Special Committee. Weil, Gotshal & Manges
LLP is serving as legal counsel to Tripadvisor's Special Committee
and Goodwin Procter LLP is serving as legal counsel to
Tripadvisor. Citi is serving as financial advisor to Liberty
TripAdvisor and O'Melveny & Myers LLP is serving as legal
counsel to Liberty TripAdvisor.
About Tripadvisor, Inc.
The Tripadvisor
Group operates as a family of brands that connects people to
experiences worth sharing, and aims to be the world's most trusted
source for travel and experiences. We leverage our brands,
technology, and capabilities to connect our global audience with
partners through rich content, travel guidance, and two-sided
marketplaces for experiences, accommodations, restaurants, and
other travel categories. The subsidiaries of
Tripadvisor, Inc. (Nasdaq: TRIP), own and
operate a portfolio of travel media brands and businesses,
including Tripadvisor, Viator, and
TheFork.
About Liberty TripAdvisor Holdings,
Inc.
Liberty TripAdvisor Holdings, Inc.
(OTCMKTS: LTRPA, LTRPB)
consists of its subsidiary Tripadvisor.
Tripadvisor operates as a family of brands that connects
people to experiences worth sharing, and aims to be the world's
most trusted source for travel and experiences. Tripadvisor
leverages its brands, technology, and capabilities to connect
its global audience with partners through rich content, travel
guidance, and two-sided marketplaces for experiences,
accommodations, restaurants, and other travel
categories.
Cautionary Note Regarding Forward Looking
Statements
This Press Release includes certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including certain
statements relating to the completion of the proposed transaction,
the timing of the proposed transaction and other matters related to
such proposed transaction. All statements other than statements of
historical fact are "forward-looking statements" for purposes of
federal and state securities laws. These forward-looking statements
generally can be identified by phrases such as "possible,"
"potential," "intends" or "expects" or other words or phrases of
similar import or future or conditional verbs such as "will,"
"may," "might," "should," "would," "could," or similar variations.
These forward-looking statements involve many risks and
uncertainties that could cause actual results and the timing of
events to differ materially from those expressed or implied by such
statements, including, but not limited to: historical financial
information may not be representative of future results; there may
be significant transaction costs in connection with the proposed
transaction (including significant tax liability); any effect of
the announcement of the proposed transaction on the ability
of Tripadvisor and Liberty TripAdvisor to
operate their respective businesses and retain and hire key
personnel and to maintain favorable business relationships; the
parties may not realize the potential benefits of the proposed
transaction in the near term or at all; the satisfaction of all
conditions to the proposed transaction (including stockholder
approvals) may not be achieved; the proposed transaction may not be
consummated; there may be liabilities that are not known, probable
or estimable at this time; the proposed transaction may result in
the diversion of management's time and attention to issues relating
to the proposed transaction; unfavorable outcome of legal
proceedings; risks related to disruption of management time from
ongoing business operations due to the proposed transaction; risks
related to Liberty TripAdvisor's failure to repay the
Parent Loan Facility when due; risks relating to Tripadvisor
operating without a controlling stockholder after
consummation of the proposed transaction; risks inherent to the
business may result in additional strategic and operational risks,
which may impact Tripadvisor's and/or Liberty
TripAdvisor's risk profiles, which each company may not be
able to mitigate effectively; and other risks and uncertainties
detailed in periodic reports that Tripadvisor and
Liberty TripAdvisor file with the SEC. These
forward-looking statements speak only as of the date of this Press
Release, and Tripadvisor and Liberty
TripAdvisor expressly disclaim any obligation or undertaking
to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in
Tripadvisor's or Liberty TripAdvisor's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of Tripadvisor
and Liberty TripAdvisor, including their most
recent Forms 10-K and 10-Q, as such risk factors may be amended,
supplemented or superseded from time to time by other
reports Tripadvisor or Liberty TripAdvisor
subsequently file with the SEC, for additional information
about Tripadvisor and Liberty TripAdvisor
and about the risks and uncertainties related to
Tripadvisor's and Liberty TripAdvisor's
businesses which may affect the statements made in this Press
Release.
No Offer or Solicitation
This communication is
not intended to, and does not, constitute a proxy statement or
solicitation of a proxy, consent, vote or authorization with
respect to any securities or in respect of the Merger. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Additional Information
In connection with the
Merger, Liberty TripAdvisor intends to file with the
SEC the relevant materials, including a proxy statement on Schedule
14A (the "Proxy Statement") in preliminary and definitive form, the
definitive version of which will be sent or provided to
Liberty TripAdvisor's stockholders, and a Schedule
13E-3 transaction statement. Tripadvisor or
Liberty TripAdvisor may also file other documents with
the SEC regarding the Merger. This document is not a substitute for
the Proxy Statement, the Schedule 13E-3 transaction statement or
any other relevant document which Liberty TripAdvisor
may file with the SEC. Promptly after filing its definitive
Proxy Statement with the SEC, Liberty TripAdvisor will
mail or provide the definitive Proxy Statement and a proxy card to
each stockholder of Liberty TripAdvisor entitled to
vote at the meeting relating to the Merger. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE SCHEDULE
13E-3 TRANSACTION STATEMENT WHEN THEY BECOME AVAILABLE, TOGETHER
WITH ALL RELEVANT SEC FILINGS REGARDING THE PROPOSED TRANSACTION,
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
(INCLUDING AS EXHIBITS THEREWITH) WITH THE SEC (WHEN THEY ARE
AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND RELATED MATTERS. Investors and security holders may obtain free
copies of the Proxy Statement, the Schedule 13E-3 transaction
statement and other documents that are filed or will be filed with
the SEC by Liberty TripAdvisor or Tripadvisor
(when they are available) through the website maintained by
the SEC at www.sec.gov, Liberty TripAdvisor's
investor relations website at
www.libertytripadvisorholdings.com/investors or
Tripadvisor's investor relations website at
ir.tripadvisor.com.
Participants in a Solicitation
Tripadvisor
anticipates that the following individuals may be
participants (the "Tripadvisor Participants") in the
solicitation of proxies from holders of Liberty TripAdvisor
Series A Common Stock and Series B Common Stock in connection
with the proposed transaction: Gregory B. Maffei,
Chairman of the Tripadvisor Board, Matt Goldberg, President and Chief Executive
Officer and Director, Trynka Shineman Blake,
Betsy Morgan, Jay C.
Hoag, Greg O'Hara,
Jeremy Philips, Albert E.
Rosenthaler, Jane Jie Sun and Robert S. Wiesenthal, all
of whom are members of the Tripadvisor Board,
Mike Noonan, Chief Financial Officer, and Seth
J. Kalvert, Chief Legal Officer and Secretary.
Information about the Tripadvisor Participants,
including a description of their direct or indirect interests, by
security holdings or otherwise, and Tripadvisor's
transactions with related persons is set forth in the
sections entitled "Proposal No. 1: Election of Directors",
"Proposal No. 3: Advisory Vote on Compensation of Named Executive
Officers", "Proposal No. 4: Advisory Vote on the Frequency of
Future Advisory Resolutions to Approve The Compensation Of
Tripadvisor's Named Executive Officers", "Executive
Officers", "Compensation Discussion and Analysis", "CEO Pay Ratio",
"Pay Versus Performance", "Executive Compensation", "Director
Compensation", "Security Ownership of Certain Beneficial Owners and
Management" and "Certain Relationships and Related Transactions"
contained in Tripadvisor's definitive proxy statement
for its 2024 annual meeting of shareholders, which was filed with
the SEC on April 29, 2024 (which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1526520/000095017024049349/trip-20240426.htm)
and other documents subsequently filed by Tripadvisor
with the SEC. To the extent holdings of Tripadvisor
capital stock by the directors and executive officers
of Tripadvisor have changed from the amounts of
Tripadvisor capital stock held by such persons as reflected
therein, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the Tripadvisor Participants in
the proxy solicitation and a description of their interests will be
contained in the proxy statement for Liberty TripAdvisor's
special meeting of stockholders and other relevant materials
to be filed with the SEC in respect of the contemplated
transactions when they become available. These documents can be
obtained free of charge from the sources indicated
above.
Liberty TripAdvisor anticipates that the following individuals
will be participants (the "Liberty TripAdvisor Participants") in
the solicitation of proxies from holders of Liberty TripAdvisor's
LTRPA and LTRPB common stock in connection with the proposed
transaction: Gregory B. Maffei,
Chairman of the Liberty TripAdvisor Board and Liberty TripAdvisor's
President and Chief Executive Officer, Christy Haubegger, Michael J. Malone, Chris
Mueller, Larry E. Romrell,
Albert E. Rosenthaler and J.
David Wargo, all of whom are members
of the Liberty TripAdvisor Board, Brian J.
Wendling, Liberty TripAdvisor's Senior Vice President and
Chief Financial Officer, and Renee L.
Wilm, Liberty TripAdvisor's Chief Legal Officer and Chief
Administrative Officer. Information regarding the Liberty
TripAdvisor Participants, including a description of their direct
or indirect interests, by security holdings or otherwise, and
Liberty TripAdvisor's transactions with related persons can be
found under the captions "Proposal 1 – The Election of Directors
Proposal", "Director Compensation", "Proposal 3 – The Say-On-Pay
Proposal", "Executive Officers", "Executive Compensation",
"Security Ownership of Certain Beneficial Owners and
Management—Security Ownership of Management" and "Certain
Relationships and Related Party Transactions" contained in Liberty
TripAdvisor's definitive proxy statement for its 2024 annual
meeting of stockholders (the "Liberty Proxy Statement"), which was
filed with the SEC on April 24, 2024
and is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1606745/000110465924051281/tm242814d2_def14a.htm.
To the extent that certain Liberty TripAdvisor Participants or
their affiliates have acquired or disposed of security holdings
since the "as of" date disclosed in the Liberty Proxy Statement,
such transactions have been or will be reflected on Statements of
Change in Ownership on Form 4 or amendments to beneficial ownership
reports on Schedules 13D filed with the SEC, which are available
at:
https://www.sec.gov/edgar/browse/?CIK=1606745&owner=exclude.
Additional information regarding the Liberty TripAdvisor
Participants in the proxy solicitation and a description of their
interests will be contained in the proxy statement for Liberty
TripAdvisor's special meeting of stockholders and other relevant
materials to be filed with the SEC in respect of the contemplated
transactions when they become available. These documents can be
obtained free of charge from the sources indicated above.
TRIP-G
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SOURCE Tripadvisor; Liberty TripAdvisor Holdings, Inc.
