Yatra Online today confirmed that it received a proposal from Ebix Inc. (NASDAQ: EBIX) to acquire all of the outstanding shares of the Company. “Consistent with its fiduciary duties, and in consultation with its independent legal and financial advisors, the Company’s Board of Directors will review and consider the proposal to determine the course of action that it believes is in the best interest of the Company and all of its shareholders. Company shareholders do not need to take any action at this time,” Yatra said in a statement.
Ebix yesterday announced that it has sent a letter to the Board of Yatra Online, outlining its offer to acquire 100% of the outstanding stock of Yatra Online for $7 per share on a debt-free basis. Yatra Online is India's leading Corporate Travel services provider with over 800 corporate customers and one of India's leading online travel companies and operates the website Yatra.com. Ebix intends to merge Yatra Online in its Indian EbixCash subsidiary set up. Ebix’s offer is subject to due diligence and customary regulatory and other closing conditions.
The Ebix offer, based on approximately 48 million Yatra Online diluted shares outstanding, represents an 84 per cent premium to Yatra Online’s closing share price of $3.80 as of March 8, 2019. Yatra Online stock has traded between $3.70 to $8.16 in the last 12 months. The offer contemplates the assumption of all Yatra Online receivables, cash and restricted cash worth at least $25 million at the time of closing and other assets, with all liabilities being paid for by Yatra Online concurrent to the closing of the transaction. The Ebix Offer expects any outstanding warrants to be surrendered or bought and retired before closing by Yatra Online; failing which Ebix would pay for the prevailing market price of the warrants at the time of closing, while adjusting its overall $7 share price payable to Yatra Online shareholders downwards at the time of closing, by the quantum of money paid by Ebix for retiring those warrants.
Ebix would pay for Yatra Online at its discretion either in cash or by issuing freely tradeable Ebix stock. In case Ebix decides to pay for the acquisition in Ebix stock, then the Ebix stock will carry a minimum collar value of $59 per Ebix share, calculated by dividing the total acquisition price payable to Yatra shareholders by the 10-day average price of the Ebix stock, preceding the closing date. Ebix stock will be converted at a minimum value of $59 in case the 10-day average price of the Ebix stock, preceding the closing date is less than $59.
Also, in that case Ebix will offer all Yatra shareholders a downside cover on the Ebix stock issued by allowing them to sell Ebix stock back to Ebix in the 25th month after closing, at the discretion of each Yatra Online shareholder, at a fixed price that would be 10% lower than the price at which Ebix stock is issued to them. For example, if Ebix stock is issued to Yatra Online shareholders at say a price of $60 (assuming that it is the 10-day average price in the market), then they will be able to sell the stock back to Ebix, if they wish to do so, in the 25th month from closing, at a fixed price of $54.
Ebix also announced that it reserves the right to reduce its offer at its discretion if it does not receive a positive engagement response from the Yatra Online Board in a timely manner or if any subsequent steps are taken by the company that could have an adverse impact on its future value. Lastly, Ebix reserves the right to withdraw this offer, if the Yatra Board of Directors declines to allow Ebix to proceed with due diligence by 5:00pm EST on 18th March 2019.