Tripadvisor To Buy Liberty TripAdvisor, TRIP Up In Pre-Market

(RTTNews) - Tripadvisor, Inc. (TRIP), an online travel information provider, and Liberty TripAdvisor Holdings, Inc. (LTRPB) on Thursday announced that they have agreed for their merger, whereby Tripadvisor will acquire Liberty TripAdvisor. The transaction is expected to be closed in the second quarter of 2025.

"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," the companies said.

Under the terms, the series A and B shares of Liberty TripAdvisor will be converted into the right to receive $0.2567 per share in cash totaling around $20 million.

All of the shares of Liberty TripAdvisor's 8 percent series A cumulative redeemable preferred stock will be converted into the right to receive $42.471 million in cash, and 3.037 million validly issued, fully paid and non-assessable shares of Tripadvisor shares.

Liberty TripAdvisor's 0.50 percent Exchangeable Senior Debentures of around $330 million will be repaid in accordance with their terms. Liberty TripAdvisor owns 16.445 million shares of Tripadvisor and 12.799 million shares of Tripadvisor class B stock, of which 2.422 million shares of Tripadvisor common stock are pledged as collateral against Liberty TripAdvisor's variable prepaid forward contract.

Upon consummation of the merger, Tripadvisor plans to retire around 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 stock held by Liberty TripAdvisor. The implied share price for the acquisition of such shares of Tripadvisor 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.

The aggregate transaction value is approximately $435 million.

TRIP was up by 9.50 percent at $14.18 in the pre-market trade on the Nasdaq.