To take off, controller of Decolar in Brazil – travel technology company – announced today that it has entered into a definitive merger agreement to be acquired by Prosus, a leading company in global technology, for US$ 19,50 per share in a fully cash transaction, representing a business value of approximately US$ 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 on December 20, 2024
The Board of Directors of Despegar approved the Agreement and decided to recommend that the shareholders of Despegar vote in favor of the adoption of the Agreement and the approval of the merger contemplated therein. This approval follows the unanimous recommendation of a transactions committee of the Board of Directors composed exclusively of independent directors that was formed in connection with the transaction (the "Transactions Committee")
Prosus has a proven track record of building leading technology companies around the world. Despegar will benefit from significant resources, from the operational experience and advanced AI resources provided by Prosus
The transaction highlights Despegar's position as an important market player, highlighting its successful commercial execution, consistent leader in innovation and continuous focus on margin expansion. For more than twenty years, Despegar has been a transformative force in the tourism sector of Latin America. As part of the Prosus Group, Despegar is ready to accelerate its growth strategy. This strategic change not only increases Despegar's presence in the market, but also strengthens your ability to innovate and compete
Damian Scokin, CEO of Despegarsaid: "We are excited about joining the Prosus Group, because this represents a significant step in our mission to enhance our market leadership and expand 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 represents a significant value for Despegar's shareholders and is a testament to the commitment and hard work of our team, besides being an exciting milestone for Despegar. Our clients will benefit from access to more services, enhanced experiences, greater loyalty benefits and more comprehensive solutions, adapted to your needs. Together, we are preparing the ground 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 – alone, Despegar is a successful company, with great fundamentals and a motivated management team; meetings, both Despegar and Prosus will make it even stronger. Our ambition is to ensure that Despegar benefits from our broader ecosystem so that we can work together and offer the best OTA travel solution in Latin America
Transaction Details
According to the terms of the Contract, a wholly-owned subsidiary of Prosus will merge with Despegar, with Despegar continuing as the surviving entity, and each share in circulation will be converted into the right to receive US$ 19,50 per share in cash.The Series A Preferred Shares in circulation of Despegar will be canceled and converted into the right to receive payment of the amount due according to their terms
Currently, the transaction is expected to be completed in the second quarter of 2025, subject to the approval of Despegar's shareholders, upon receipt of the necessary regulatory approvals and other customary closing conditions
Certain shareholders of the Company, including the holder of the Series A Preferred Shares of Despegar, they signed voting and support agreements with Prosus, committing to vote in favor of the transaction
The transaction is not subject to a financing condition. After the completion of the transaction, Despegar will become a private company, your common shares will be delisted from the New York Stock Exchange and it will no longer be listed on any public market
A Goldman Sachs & Co. LLC is acting as the exclusive financial advisor to the Transaction Committee; A&O Shearman is acting as legal advisor for Despegar
A Morgan Stanley & Co. International PLC acted as the exclusive financial advisor to Prosus in the transaction, and Davis Polk & Wardell LLP acted as legal advisor
