Travelport Worldwide has entered into a definitive agreement to be acquired by affiliates of Siris Capital Group and Evergreen Coast Capital in an all-cash transaction valued at approximately $4.4 billion.
Evergreen is the private equity affiliate of Elliott Management Corporation.
Under the terms of the agreement, Siris and Evergreen will acquire all the outstanding common shares of Travelport for $15.75 per share in cash.
The board of Travelport unanimously approved the agreement and recommended that shareholders vote in favour of the transaction.
Elliott and its affiliates have agreed to vote the common shares owned by them in favour of the transaction.
Doug Steenland, chairman of the board of directors of Travelport, said: “This is a good outcome for Travelport’s shareholders.
“Assisted by external advisers, the board concluded unanimously, after taking into account the ongoing development needs of the business, that entering into this agreement represents the best way to maximise value for shareholders.
“It also enables the company to continue its work to position itself for growth in the evolving global travel industry.”
Travelport said it may actively solicit alternative acquisition proposals from third parties during a “go-shop” period from the date of the agreement through January 23rd.
Gordon Wilson, president, Travelport, commented: “Travelport welcomes this proposed transaction with Siris and Evergreen, who are specialist technology platform investors.
“Throughout the process, Siris and Evergreen have demonstrated their deep technology expertise together with a strong commitment to the success of our customers, employees and partners.
“We will continue to develop and invest in our platform to serve the changing needs of our customers in the travel industry.
“It is very much business as usual at Travelport and we look forward to this new era in the company’s development.”
The proposed transaction is currently expected to close in the second quarter of 2019 and is subject to customary closing conditions, including approval by Travelport shareholders and receipt of required regulatory approvals.
Jesse Cohn, partner at Elliott, commented: “Under Gordon’s leadership, Travelport has built a leading travel technology platform and a leading business-to-business payments offering in eNett.
“We look forward to investing in the Travelport team and working with them and Siris to build upon and advance Travelport’s strong track record of technology innovation in serving global travel suppliers and agencies.”
The transaction is not subject to any financing condition.
Upon the completion of the transaction, Travelport will become a privately held company and Travelport common shares will no longer be listed on any public market.
Travelport’s headquarters will remain in Langley, UK.