Key Highlights:
- Despegar, a global leader in online travel services, and
Prosus, a leading global technology company, join forces in an all
cash transaction
- Shareholders of Despegar will receive $19.50 per share in cash,
which represents an approximately 33% premium over its closing
price of $14.65 and a premium of approximately 34% over its 90-day
volume weighted average trading price
- The transaction values Despegar at $1.7bn
Despegar.com, Corp. (NYSE: DESP) (“Despegar” or the
“Company”), Latin America’s leading travel technology company,
today announced that it has entered into a definitive merger
agreement (“the Agreement”) to be acquired by Prosus (Euronext:
PRX), a leading global technology company for $19.50 per share in
an all cash transaction (the “Transaction”), representing an
enterprise value of approximately $1.7 billion for Despegar.
The transaction price represents a premium of approximately 34%
over the volume weighted average price of Despegar’s share price
for the 90 trading days ending on December 20, 2024.
Despegar’s Board of Directors has approved the Agreement and has
resolved to recommend that Despegar shareholders vote in favor of
the adoption of the Agreement and the approval of the merger
contemplated thereby. This approval follows the unanimous
recommendation of a transaction committee of the Board of Directors
comprised solely of independent directors that was formed in
connection with the transaction (the “Transaction Committee”).
Prosus has a proven track-record of building leading technology
businesses across the world. Despegar will benefit from the
significant resources, operational expertise and advanced AI
capabilities provided by Prosus.
The transaction underscores Despegar’s position as a key market
player, highlighting its successful commercial execution,
consistent leading innovation and ongoing focus on margin
expansion. For more than twenty years Despegar has been a
transformative force in the Latin American tourism industry. As
part of the Prosus Group, Despegar is poised to accelerate its
growth strategy. This strategic move not only enhances Despegar’s
market presence but also strengthens its ability to innovate and
compete.
Damian Scokin, Despegar’s CEO said: “We are thrilled
about joining the Prosus Group, as it represents a significant step
forward in our mission to broaden our market leadership, and expand
our services across Latin America. This transaction will enable us
to rely on Prosus´ extensive network of companies and strong
balance sheet, accelerating our growth and innovation strategies.
The transaction represents significant value for Despegar
stockholders and is a testament to the commitment and hard work of
our team and an exciting milestone for Despegar. Our customers will
benefit from access to more services, enhanced customer
experiences, increased loyalty benefits, and more comprehensive
solutions tailored to their needs. Together we are setting the
stage for a new era of travel marked by greater connectivity,
innovation and value.
Fabricio Bloisi, CEO of Prosus Group said: “Despegar adds
significantly to our strong ecosystem in Latin America, a market
with amazing growth potential. Today’s announcement is about
opportunity and growth - alone Despegar is a successful business
with great fundamentals and a motivated management team; together,
both Despegar and Prosus will make it even stronger. Our ambition
is to ensure Despegar benefits from our wider ecosystem so that we
can work together to deliver the best OTA travel solution in Latin
America.”
Transaction Details
Under the terms of the Agreement, a wholly owned subsidiary of
Prosus will merge with Despegar, with Despegar continuing as the
surviving entity, and each outstanding share of Despegar will be
converted into the right to receive $19.50 per share in cash.
Despegar’s outstanding Series A Preferred Shares will be cancelled
and converted into the right to receive payment of the amount due
in accordance with their terms.
The transaction is currently expected to close in Q2 2025,
subject to the approval of Despegar’s shareholders, the receipt of
required regulatory clearances, and other customary closing
conditions.
Certain shareholders of the Company, including the holder of
Despegar’s Series A Preferred Shares, have entered into voting and
support agreements with Prosus undertaking to vote in favor of the
transaction.
The transaction is not subject to a financing condition. Upon
completion of the transaction Despegar will become a privately-held
company, its ordinary shares will be delisted from the New York
Stock Exchange and it will no longer be listed on any public
market.
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to the Transaction Committee; Allen Overy Shearman Sterling
LLP is serving as legal counsel to Despegar.
Morgan Stanley & Co. International PLC served as Prosus’
exclusive financial advisor on the transaction, with Davis Polk
& Wardell LLP serving as legal advisor.
Forward-Looking Statements
This press release includes 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. We base these forward-looking statements on our current
beliefs, expectations and projections about future events and
trends affecting our business and our market. Many important
factors could cause our actual results to differ substantially from
those anticipated in our forward-looking statements, including
those risks and uncertainties included under the captions “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our Annual Report on Form
20-F for the year ended December 31, 2023, which was filed with the
U.S. Securities and Exchange Commission. Forward-looking statements
are not guarantees of future performance. Forward-looking
statements speak only as of the date they are made, and we
undertake no obligation to update publicly or to revise any
forward-looking statements. New risks and uncertainties emerge from
time to time, and it is not possible for us to predict all risks
and uncertainties that could have an impact on the forward-looking
statements contained in this press release. The words “believe,”
“may,” “might,” “can,” “could,” “is designed to,” “will,” “aim,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,”
“forecast”, “plan”, “predict”, “potential”, “aspiration,” “should,”
“purpose,” “belief,” and similar, or variations of, or the negative
of such words and expressions are intended to identify
forward-looking statements. Forward-looking statements include
information concerning our possible or assumed future results of
operations, business strategies, capital expenditures, financing
plans, competitive position, industry environment, potential growth
opportunities, the effects of future regulation and the effects of
competition. The proposed transaction is subject to risks and
uncertainties, including: (A) that Despegar and Prosus may be
unable to complete the proposed transaction because, among other
reasons, conditions to the closing of the proposed transaction may
not be satisfied or waived; (B) uncertainty as to the timing of
completion of the proposed transaction; (C) the inability to
complete the proposed transaction due to the failure to obtain
Despegar shareholder approval for the proposed transaction or the
failure to satisfy other conditions to completion of the proposed
transaction, including that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the
transaction; (D) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (E) risks related to disruption of management’s
attention from Despegar’s ongoing business operations due to the
proposed transaction; (F) the effect of the announcement of the
proposed transaction on Despegar’s relationships with its
customers, suppliers, operating results and business generally and
(G) the outcome of any legal proceedings to the extent initiated
against Despegar, Prosus or others following the announcement of
the proposed transaction, as well as Despegar’s and Prosus’s
management's response to any of the aforementioned factors.
Considering these limitations, you should not make any investment
decision in reliance on forward-looking statements contained in
this press release, which are inherently uncertain.
About Despegar.com
Despegar is a leading travel technology company in Latin
America. For over two decades, it has revolutionized the tourism
industry in the region through technology. With its continuous
commitment to the development of the sector, Despegar today is
comprised of a consolidated group that includes Despegar, Decolar,
Best Day, Viajes Falabella, Viajanet Stays and Koin, and has become
one of the largest travel companies in Latin America.
Despegar operates in 19 countries in the region, accompanying
Latin Americans from the moment they dream of traveling until they
share their memories. With the purpose of improving people's lives
and transforming the shopping experience, Despegar has developed
alternative payment and financing methods, democratizing the access
to consumption and bringing Latin Americans closer to their next
travel experience. Despegar’s common shares are traded on the New
York Stock Exchange (NYSE: DESP). For more information, visit
Despegar’s Investor Relations website
https://investor.despegar.com/.
About Prosus
Prosus is a global technology company, unlocking an AI-first
world for our 2 billion customers. With investments in more than
100 companies across the world, we are building local ecommerce
champions in growth markets.
With leading positions in Food Delivery, Classifieds and
Fintech, Prosus has created its own unique technology ecosystem,
driving innovation, knowledge sharing and growth across our
portfolio.
Through the Prosus Ventures team, the group invests in new
technology growth opportunities within AI, social and ecommerce
platforms, fintech, B2B software, logistics, health, blockchain,
agriculture and more.
The team actively backs exceptional entrepreneurs who are using
technology to improve people’s everyday lives.
To find out more, please visit www.prosus.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20241222097919/en/
Despegar Luca Pfeifer Investor Relations Phone: (+1) 305
481 1785 E-mail: luca.pfeifer@despegar.com
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