Tripadvisor announces US$435M acquisition of Liberty TripAdvisor

USA – Tripadvisor, Inc. has revealed plans to acquire Liberty TripAdvisor Holdings, Inc. in a transaction valued at approximately US$435 million, marking a strategic shift in the company’s structure and governance.

The deal, announced Tuesday, will see Tripadvisor purchasing Liberty TripAdvisor through a merger agreement.

The agreement includes cash payments and stock exchanges designed to simplify Tripadvisor’s capital framework. Liberty TripAdvisor stakeholders will receive US$0.2567 per share in cash, amounting to around US$20 million, alongside other considerations.

Additionally, Liberty TripAdvisor’s preferred shareholders will gain $42.5 million in cash and over three million shares of Tripadvisor common stock.

“We are pleased with the agreement reached with Liberty TripAdvisor, and I want to thank the Special Committee for its diligent work on behalf of all stakeholders,” said Tripadvisor President & Chief Executive Officer Matt Goldberg.

“This transaction provides a favorable opportunity to create strategic flexibility and retire a large portion of our shares while maintaining a healthy balance sheet.”

Liberty TripAdvisor owns nearly 29 million shares of Tripadvisor’s common and Class B stocks, a significant portion of which are involved in the agreement.

The move effectively repurchases shares, ensuring Tripadvisor’s stock remains manageable while eliminating controlling shareholder influence. The implied acquisition price per share is $16.21, reflecting a 16% premium based on recent averages.

Greg Maffei, Liberty TripAdvisor’s Chairman and CEO, highlighted the transaction’s benefits: “This deal maximizes value for Liberty TripAdvisor stakeholders, simplifying Tripadvisor’s corporate structure and enabling management to focus on operational strategy.”

Upon closing, anticipated in Q2 2025, the merger is expected to streamline Tripadvisor into a single-share class entity. This structural change aims to enhance agility in pursuing travel-related opportunities.

The merger has received unanimous approval from Tripadvisor’s Special Committee, comprising independent directors, and both companies’ boards.

Legal and financial advisory teams facilitated the negotiation process. Pending customary conditions and shareholder votes, the transaction will proceed as outlined.

Should delays arise, Tripadvisor has agreed to extend financial assistance to Liberty TripAdvisor for any obligations due by March 27, 2025. If the merger is not completed, the loan will convert to a payable debt.

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