TripAdvisor acquires Liberty TripAdvisor with transaction value of $435M

Tripadvisor (TRIP) and Liberty TripAdvisor (LTRPA) announced that they have entered into an agreement and plan of merger whereby Tripadvisor will acquire Liberty TripAdvisor. In connection with the merger, the shares of Liberty TripAdvisor prior to the effective time of the merger will be converted into the right to receive $0.2567 per share in cash, totaling approximately $20M. The transaction is expected to close in Q2 of 2025. Liberty TripAdvisor owns 16,445,894 shares of Tripadvisor common stock and 12,799,999 shares of Tripadvisor class B common stock, of which 2,422,210 shares of Tripadvisor common stock are pledged as collateral against Liberty TripAdvisor’s variable prepaid forward contract. Upon consummation of the merger, Tripadvisor plans to retire approximately 27M shares of Tripadvisor common stock currently held by Liberty TripAdvisor, net of approximately 2.4M shares underlying the variable prepaid forward contract. The implied share price for the acquisition of such shares of Tripadvisor common stock from Liberty Tripadvisor is $16.21. The aggregate transaction value is approximately $435M. “The transaction will result in the simplification of Tripadvisor’s capital structure into a single class of shares with no controlling stockholder, thereby creating more strategic flexibility for Tripadvisor,” the companies said in a statement.