Travel portal Yatra to merge with NASDAQ-listed Terrapin, deal valued at $218 million

Travel portal Yatra to merge with NASDAQ-listed Terrapin, deal valued at $218 million

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 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.

“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”, he added.

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.”

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. Yatra may receive additional consideration of up to $35 million upon achievement of certain financial objectives.  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.

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: 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.


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