By Chris Wack
Tripadvisor is buying Liberty TripAdvisor Holdings in a deal that Tripadvisor effectively views as a share repurchase, with a transaction value of about $435 million.
Liberty TripAdvisor owns 16.4 million shares of Tripadvisor common stock and 12.8 million shares of Tripadvisor class B common stock.
Upon consummation of the merger, Tripadvisor plans to retire 27 million shares of Tripadvisor currently held by Liberty TripAdvisor. The implied share price for the acquisition of the shares of Tripadvisor stock from Liberty Tripadvisor is $16.21, a premium of 16% based on the 10-day volume-weighted average share price as of Tuesday.
The transaction will result in the simplification of Tripadvisor's capital structure into a single class of shares with no controlling stockholder, the Needham, Mass., company said, creating more strategic flexibility for Tripadvisor.
The transaction is expected to close in the second quarter of 2025.
If the transaction hasn't 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 stock and class B stock held by Liberty TripAdvisor, and will be canceled at closing of the transaction.
Greg Maffei, chairman and chief executive Liberty TripAdvisor, has agreed to vote shares beneficially owned by him, representing 39% of the voting power of Liberty TripAdvisor, in favor of the transaction.
Write to Chris Wack at chris.wack@wsj.com
(END) Dow Jones Newswires
December 19, 2024 07:28 ET (12:28 GMT)
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