Tripadvisor will repurchase its Series A and Series B common stock from Liberty TripAdvisor Holdings, which has held a controlling interest in the online travel company since 2012, in a deal valued at $435 million.
The companies announced the merger Thursday morning and the deal is expected to close in the second quarter of 2025. The buyback represents about 19% of shares of Tripadvisor's common stock and Class B common stock.
"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 and CEO 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."
Tripadvisor created a special committee in February to explore the potential of selling the company. Then in May it announced a sale was no longer being considered because the committee determined it was "not in the best interest of the company and its stockholders."
"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 CEO 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."
Tripadvisor said the transaction was unanimously recommended the special committee, which is comprised of "independent and disinterested directors" and approved by the boards of both companies. The deal will need to be approved by a majority of Liberty Tripadvisor stockholders.
Founded by Steve Kaufer in 2000, the company was acquired by IAC in 2004 and spun off with Expedia in 2005 and then became a public company in 2011. A year later Liberty Interactive Corporation bought a controlling interest in the company and in 2014 formed a new entity, Liberty Tripadvisor Holdings.
Source: PhocusWire