Despegar, the parent company of Decolar in Brazil – a travel technology company – announced today that it has entered into a definitive merger agreement to be acquired by Prosus, a global technology leader, for $19.50 per share in an all-cash 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 shares for the 90 trading days ending December 20, 2024.
Despegar’s Board of Directors approved the Agreement and decided to recommend that Despegar shareholders vote in favor of adopting the Agreement and approving the merger contemplated therein. This approval follows the unanimous recommendation of a Board transaction committee composed solely of independent directors formed in connection with the transaction (the ‘Transaction Committee’).
Prosus has a proven track record of building leading technology companies worldwide. Despegar will benefit from Prosus’s significant resources, operational expertise, and advanced AI capabilities.
The transaction highlights Despegar’s position as a key market player, showcasing its successful commercial execution, consistent leading innovation, and ongoing focus on margin expansion. For over twenty years, Despegar has been a transformative force in Latin America’s travel industry. As part of the Prosus Group, Despegar is poised to accelerate its growth strategy. This strategic shift not only enhances Despegar’s market presence but also strengthens its ability to innovate and compete.
Damian Scokin, CEO of Despegar, said: ‘We are excited to join the Prosus Group, as this represents a significant step in our mission to expand our market leadership and grow our services in Latin America. This transaction will allow us to leverage Prosus’s extensive network of companies and strong balance sheet, accelerating our growth and innovation strategies. The transaction delivers significant value to Despegar shareholders and is a testament to our team’s commitment and hard work, as well as an exciting milestone for Despegar. Our customers will benefit from access to more services, enhanced experiences, greater loyalty rewards, and more comprehensive solutions tailored to their needs. Together, we are paving the way for a new era of travel marked by greater connectivity, innovation, and value.’
Fabricio Bloisi, CEO of Prosus Group, said: ‘Despegar significantly adds to our strong ecosystem in Latin America, a market with incredible growth potential. Today’s announcement is about opportunity and growth – on its own, Despegar is a successful company with strong 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 broader ecosystem so 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 will be converted into the right to receive $19.50 per share in cash. Despegar’s outstanding Series A Preferred Shares will be canceled and converted into the right to receive payment of the amount due under their terms.
The transaction is currently expected to close in the second quarter of 2025, subject to approval by Despegar shareholders, receipt of necessary regulatory approvals, 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, committing 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 private 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 acting as exclusive financial advisor to the Transaction Committee; A&O Shearman is acting as legal counsel to Despegar.
Morgan Stanley & Co. International PLC acted as exclusive financial advisor to Prosus on the transaction, and Davis Polk & Wardell LLP acted as legal counsel.
