NEW YORK and GURGAON, India, July 13,
2016 /PRNewswire/ --
Yatra Online, Inc. ("Yatra"), a rapidly growing India-based online travel agent, and Terrapin
3 Acquisition Corporation (NASDAQ: TRTL; "TRTL"), announced that
they have entered into a definitive agreement to combine in a
transaction that values Yatra at an enterprise value of
$218 million. Yatra is one of the
fastest growing consumer travel platforms and online travel agents
in India with more than 4 million
customers. TRTL is a special purpose acquisition company
formed for the purpose of effecting a merger, acquisition, or
similar business combination. Yatra will be the surviving
company in the transaction and intends to be listed on the NASDAQ
Stock Market under the symbol "YTRA" following completion of the
transaction. The combined company will continue to be led by
Yatra's experienced management team under the leadership of chief
executive and co-founder Dhruv
Shringi.
Launched in August 2006, Yatra,
through its yatra.com website, is a one-stop online shop for all
travel-related services aimed at both leisure and business
travelers in India. A leading consolidator of travel
products, Yatra provides reservation connectivity for more
than 60,000 hotels in India,
a larger network than any other Indian online travel agent.
Positioned as a brand that believes in "creating happy travelers,"
yatra.com provides information, pricing, and booking capability for
domestic Indian and international air travel, hotel bookings,
holiday packages, and bus and railway reservations, all designed to
make business and leisure travel easier and more affordable.
Customers can access yatra.com from their desktop or mobile
browsers, via Yatra's mobile applications, a 24x7 multi-language
call center, and a countrywide network of Holiday Lounges and Yatra
Travel Express store locations.
Yatra customers booked more than 2.8 million air travel
reservations and hotel stays with total transaction value worth
more than $900 million (at current
exchange rates) during their fiscal year ended March 2016, an increase of 25% from the prior
year (at constant currency rates) with 74% of transactions coming
from repeat clients who return to book more travel.
"We are excited to partner with TRTL in a transaction that we
believe will enable Yatra to continue its growth as a new public
company," said Mr. Shringi. "This transaction gives us
substantial additional resources to support our growth and the
continued improvement of our integrated online and mobile
platforms. We look forward to expanding our already extensive
network of domestic and international partnerships with hotels,
airlines, car services, and tour package promoters, as well as
further strengthening our brand presence and technology
platform."
Nathan Leight, Chairman of the
board of TRTL, said, "We created TRTL with the express purpose of
partnering with a company that would benefit from a public listing,
could utilize our cash resources for growth and generate long-term
returns for our shareholders. Yatra has the broadest brand
recognition of any online travel agent in India. The
infrastructure required to compete in India as an online travel agent represents a
significant barrier to market entry. With its high level of
brand recognition, large hotel network, significant investment in
technology, and deep management experience in this sector, we
believe Yatra has created tremendous competitive advantages.
Not only is India one of the
fastest growing economies in the world, business and leisure travel
are among the fastest growing parts of its economy. Adding to
that India's tremendous
socio-economic trends toward urbanization and the rapid adoption of
e-commerce and smartphone use by a population with increasing
amounts of disposable income, we are excited about Yatra's
prospects. We believe our combination will provide
substantial new resources to position the company for accelerated
future growth."
Yatra's current key investors include leading U.S. and Indian
venture capital firms and Indian strategic investors. This group
will continue to own approximately a third or more of Yatra upon
the consummation of the business combination.
Promod Haque, Senior Managing
Partner at Norwest Venture Partners, said, "We are delighted to
have TRTL on board in combination with Yatra. This transaction will
provide Yatra with significant resources to further strengthen its
presence as one of the leading players in the fast growing Indian
online travel market. We believe that the online travel market in
India has a long runway of future
growth with the key drivers of increasing prosperity, smartphone
penetration and internet access across broad sections of the
population. With its strong brand awareness and robust technology
platform, Yatra is perfectly positioned to leverage the additional
resources from this transaction to grow the business at an even
faster pace going forward."
Summary of Transaction
TRTL raised $212.75 million in its
IPO which is now held in a trust account. MIHI LLC, an
affiliate of Macquarie Capital ("MIHI") has committed to purchase
an additional $20 million of TRTL
equity as part of the transaction. Under the terms of the
proposed transaction, it is estimated that the current shareholders
of Yatra will continue to own at least 35% of the issued and
outstanding shares in the combined company. The first
$100 million of cash (including MIHI's $20 million forward purchase) will be allocated
entirely to the combined company's balance sheet and to pay
transaction expenses. Any amount greater than
$100 million available from TRTL will then be allocated 80% to
current Yatra shareholders and 20% as cash to the combined
company's balance sheet. Cash payments to current Yatra
shareholders will be capped at $80
million.
In addition, existing shareholders of Yatra may receive
additional consideration of up to $35
million upon the achievement of certain financial objectives
during the 18 months after closing.
In order to facilitate the transaction, TRTL's sponsors have
agreed to reduce by half the number of founder shares that they
would have otherwise had at closing and MIHI has agreed
commensurately to reduce the amount of its forward purchase of TRTL
shares, made at the time of TRTL's initial public offering, from
$40 million to $20 million.
The boards of directors of both TRTL and Yatra have approved the
proposed transaction. Completion of the transaction, which is
expected in October 2016, is subject to approval by TRTL
stockholders and other customary closing conditions.
Deutsche Bank Securities Inc. is acting as TRTL's capital
markets advisor. Greenberg Traurig, LLP and Ellenoff Grossman
& Schole LLP are representing TRTL. Goodwin Procter LLP is
representing Yatra.
The description of the business combination contained herein
is only a summary and is qualified in its entirety by the reference
to the definitive agreements relating to the transaction, copies of
which will be filed by TRTL with the Securities and Exchange
Commission (SEC) as exhibits to a Current Report on Form
8-K.
Conference Call Scheduled
TRTL will host a conference call to discuss the proposed
business combination with the investment community
on Thursday, July 14, 2016 at 10:00
a.m. EDT. Investors may listen to the conference
call by dialing (855) 729-4767 toll free in the U.S. or +1 (615)
489-8573 internationally. A replay of the call will be available
beginning July 14, 2016 at
1:00 p.m. EDT and ending July 21, 2016 at 11:59
p.m. EDT by dialing (866) 247-4222 and entering Conference
ID: 49307209. The presentation slides will be available at the
following web address beginning July 14 at 10:00 a.m. EDT and ending July 14 at 11:30 a.m.
EDT: http://www.netroadshow.com/. Investors should select
"Guest Login" at the top left corner and entering their e-mail
address and deal entry code "yatra1" in order to view the
presentation slides.
About Yatra
Founded in 2006 by venture capital
firms and experienced travel industry and technology executives,
Yatra is a leading online travel agent and consolidator of travel
products based in Gurgaon, India.
Yatra has emerged as the most trusted eCommerce travel brand in
India as ranked by The Economic
Times, Brand Equity's Most Trusted Brand Survey 2015, and has won
three awards at the Indian government's Ministry of Tourism
National Tourism Awards - 'Outstanding performance as a Domestic
Tour Operator (Rest of India)',
Outstanding performance as a Domestic Tour Operator in Jammu and
Kashmir' and 'Outstanding
performance as an Inbound Tour Operator-Category C'.
About Terrapin 3 Acquisition Corporation
TRTL is
a special purpose acquisition company formed for the purpose of
effecting a merger, acquisition, or similar business combination,
which raised $212.75 million in
July 2014 for the purpose of
combining with a public or privately-held operating business.
TRTL was founded by Nathan
Leight and was co-sponsored by affiliates of Terrapin
Partners, LLC and affiliates of Macquarie Group
Limited. TRTL is Mr. Leight's and the Terrapin team's
third publicly traded acquisition vehicle. The first, Aldabra
Acquisition Corporation, became Great Lakes Dredge and Dock
Corporation in 2006 in a transaction of approximately
$414 million. The second,
Aldabra 2 Acquisition Corp., became Boise Inc. in 2008 in a
transaction of approximately $1.6
billion and traded on the New York Stock Exchange until it
was acquired by Packaging Corporation of America.
About Macquarie and Macquarie Capital
Macquarie Group
("Macquarie") is a global provider of banking, financial, advisory,
investment and funds management services. Macquarie's main business
focus is making returns by providing a diversified range of
services to clients. Macquarie acts on behalf of institutional,
corporate and retail clients and counterparties around the world.
Founded in 1969, Macquarie operates in more than 70 office
locations in 28 countries. Macquarie employs approximately 14,000
people and has assets under management of over $367.4 billion (as of March 31, 2016).
Macquarie Capital comprises Macquarie Group's corporate
advisory, capital markets and principal investing capabilities.
Macquarie Capital's expertise spans a variety of industry sectors,
including telecommunications, media, entertainment, gaming,
financial institutions, industrials, energy, resources, real
estate, infrastructure, utilities and renewables.
Safe Harbor Language
This press release includes
certain forward-looking statements, including statements regarding
the expected effects on TRTL and Yatra of the proposed business
combination, the anticipated timing and benefits of the business
combination, the anticipated standalone or combined financial
results of TRTL or Yatra, the anticipated future growth of Yatra or
the markets it serves, and all other statements in this document
other than historical facts. Without limitation, any statements
preceded or followed by or that include the words "targets,"
"plans," "believes," "expects," "intends," "will," "likely," "may,"
"anticipates," "estimates," "projects," "should," "would,"
"expect," "positioned," "strategy," "future," or words, phrases or
terms of similar substance or the negative thereof, are
forward-looking statements. These statements are based on TRTL's
and Yatra's managements' current expectations or beliefs and are
subject to uncertainty and changes in circumstance and involve
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in such forward-looking
statements. In addition, these statements are based on a number of
assumptions that are subject to change. Such risks, uncertainties
and assumptions include: (1) the satisfaction of the conditions to
the business combination and other risks related to the completion
of the business combination and actions related thereto; (2) the
ability of TRTL and Yatra to complete the business combination on
anticipated terms and schedule, including the ability to obtain
stockholder or regulatory approvals of the business combination and
related transactions; (3) risks relating to any unforeseen
liabilities of TRTL or Yatra; (4) the amount of redemptions made by
TRTL stockholders; (5) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, losses and future prospects; businesses and
management strategies and the expansion and growth of the
operations of Yatra; (6) the risk that disruptions from the
transaction will harm Yatra's business; and (7) other factors
detailed in TRTL's reports filed with the U.S. Securities and
Exchange Commission (the "SEC"), including its Annual Report on
Form 10-K for the year ended December 31,
2015 under the caption "Risk Factors." Neither TRTL
nor Yatra is under any obligation to, and expressly disclaims any
obligation to, update or alter its forward-looking statements,
whether as a result of new information, future events, changes in
assumptions or otherwise, except as required by law.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
a vote or proxy. In connection with the proposed business
combination, Yatra intends to file with the SEC a Registration
Statement on Form F-4 that will include a proxy statement of TRTL
that also constitutes a prospectus of Yatra. TRTL will mail the
proxy statement/prospectus to its stockholders. TRTL stockholders
and other investors are urged to read the proxy
statement/prospectus regarding the proposed business combination
when it becomes available because it will contain important
information regarding TRTL, Yatra, the proposed business
combination, and related matters. You may obtain copies of all
documents regarding the business combination and other documents
filed by TRTL with the SEC, free of charge, at the SEC's website
(www.sec.gov) or by sending a request to Terrapin 3 Acquisition
Corporation, c/o Terrapin Partners, LLC, 1700 Broadway,
18th Floor, New York,
NY 10019, or by calling TRTL at (212) 710-4100.
Participants in the Solicitation
TRTL, Yatra and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from TRTL in connection with the proposed
transaction under the rules of the SEC. Information about the
directors and executive officers of TRTL may be found in its Annual
Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on
March 1, 2016. Information about the
directors and executive officers of Yatra and the interests of
these participants in the transaction will be included in the proxy
statement when it becomes available.
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SOURCE Terrapin 3 Acquisition Corporation