TripAdvisor jumps after Liberty TripAdvisor reveals indication of bid interest

Shares of TripAdvisor (TRIP) are up $1.48, or 9%, to $17.22 in morning trading after Liberty TripAdvisor Holdings (LTRPA) disclosed earlier in a regulatory filing that another party expressed a “non-binding indication” of interest in proposing to acquire all of the issued and outstanding shares of capital stock of Tripadvisor. The filing states in part: “On January 17, 2025, the Tripadvisor special committee received a non-binding indication of interest from Party 7, which included a proposal to concurrently acquire both Tripadvisor and Liberty TripAdvisor, subject to diligence and other customary conditions. The terms of the proposal by Party 7 included the acquisition of all outstanding shares of Tripadvisor not held by Liberty TripAdvisor for $18.00 to $19.00 per share in cash, the acquisition of all outstanding shares of Liberty TripAdvisor common stock for $0.3080 per share in cash and the acquisition of all outstanding shares of Liberty TripAdvisor preferred stock for $102 million in the aggregate. The following day, pursuant to the terms of the merger agreement, representatives of the Tripadvisor special committee sent the non-binding indication of interest from Party 7 to Liberty TripAdvisor… On January 21, 2025, the Liberty TripAdvisor Board met with representatives of Liberty TripAdvisor management and Potter Anderson present. At the meeting, the Liberty TripAdvisor Board discussed, among other things, the January 17th proposal from Party 7. The Liberty TripAdvisor Board instructed Liberty TripAdvisor management to seek waivers from Tripadvisor of Liberty TripAdvisor’s no-shop obligations under the merger agreement, in order for Liberty TripAdvisor to begin discussions with Party 7 and Certares as to whether Party 7 would consider an acquisition of Liberty TripAdvisor only, and Party 7’s obligations under its nondisclosure agreement with Tripadvisor, in order to permit Party 7 to discuss a potential transaction directly with Liberty TripAdvisor. Thereafter, Mr. Maffei relayed such requests to a member of the Tripadvisor special committee, and counsel to the Tripadvisor special committee responded to representatives of Liberty TripAdvisor advising that the Tripadvisor special committee determined that it was not in the best interests of Tripadvisor and its shareholders to engage with Party 7 or grant such waivers.”