LANGLEY, U.K., Jan. 30, 2019
/PRNewswire/ -- Travelport Worldwide Limited ("Travelport")
(NYSE: TVPT), a leading travel technology company, today announced
that it has established a meeting date of March 15, 2019, for a special general meeting
(the "Special General Meeting") of its shareholders of record as of
February 4, 2019 (the "Record Date")
to, among other things, consider and vote on a proposal to approve
the previously announced Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 9, 2018, by and among
Travelport, Toro Private Holdings III, Ltd., and, following the
execution of a joinder, Toro Private Holdings IV, Ltd. The Special
General Meeting will take place at the offices of Kirkland &
Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022.
Travelport shareholders as of the close of business on the
Record Date will be entitled to receive notice of, and vote at, the
Special General Meeting.
Additional information about the Special General Meeting is
included in the preliminary proxy statement, which was filed with
the Securities and Exchange Commission (the "SEC") on January 15, 2019, and will be included in the
definitive proxy statement, which is expected to be filed with the
SEC and mailed to shareholders of record in the coming weeks.
Travelport also confirmed the expiration of the 45-day "go-shop"
period pursuant to the terms of the Merger Agreement. During the
"go-shop" period, an extensive outreach was conducted by Travelport
and Morgan Stanley & Co. LLC., acting as Travelport's financial
advisor. None of the third parties contacted during this process
provided a proposal or offer regarding an alternative acquisition
proposal.
About Travelport (www.travelport.com)
Travelport is the technology company which makes the experience
of buying and managing travel continually better. It operates
a travel commerce platform providing distribution, technology,
payment and other solutions for the global travel and tourism
industry. The company facilitates travel commerce by
connecting the world's leading travel providers with online and
offline travel buyers in a proprietary business-to-business
(B2B) travel marketplace.
Travelport has a leadership position in airline merchandising,
hotel content and distribution, car rental, mobile commerce and B2B
payment solutions. The company also provides critical IT
services to airlines, such as shopping, ticketing, departure
control and other solutions. With net revenue of over
$2.4 billion in 2017, Travelport is
headquartered in Langley, UK, has approximately 4,000 staff and is
represented in 180 countries and territories.
Important Information For Investors And Shareholders
Important Information and Where to Find it
The proposed acquisition of Travelport by affiliates of Siris
Capital Group, LLC ("Siris") and affiliates of Evergreen Coast
Capital Corp ("Evergreen") will be submitted to the shareholders of
Travelport for their consideration. In connection with the proposed
transaction, Travelport has filed a preliminary proxy statement
with the SEC and will file a definitive proxy statement with the
SEC with respect to the Special General Meeting. The definitive
proxy statement will be mailed to Travelport's shareholders of
record as of the Record Date. Travelport also plans to file other
documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS, INCLUDING
THE DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, SIRIS, EVERGREEN AND THE PROPOSED
TRANSACTION. Investors and shareholders will be able to obtain free
copies of the preliminary proxy statement, the definitive proxy
statement and other documents containing important information
about Travelport, Siris and Evergreen, once such documents are
filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Travelport will be available free of charge on Travelport's website
at ir.travelport.com or by contacting Travelport's Investor
Relations Department at +44 (0)1753 288 686.
Certain Information Regarding Participants
Travelport and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of Travelport in connection with the proposed transaction.
Information about the directors and executive officers of
Travelport is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2017, which was filed with the SEC on
February 20, 2018, in its proxy statement for its 2018 annual
general meeting of shareholders, which was filed with the SEC on
April 25, 2018, and in the
preliminary proxy statement for the Special General Meeting, which
was filed with the SEC on January 15,
2019. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the definitive proxy statement for the Special General
Meeting and other relevant materials to be filed with the SEC when
they become available. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This communication does not constitute a solicitation of proxy,
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" that
are not limited to historical facts, but reflect Travelport's
current beliefs, expectations or intentions regarding future
events. In some cases, you can identify forward-looking
statements by words such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "plan," "predict,"
"potential," "should," "will", and "would" or other similar
words. Any statements that refer to expectations or other
characterizations of future events, circumstances or results are
forward-looking statements. These forward-looking statements
include, without limitation, Travelport's expectations with respect
to the costs and other anticipated financial impacts of the
proposed transaction; future financial and operating results of
Travelport; Travelport's plans, objectives, expectations and
intentions with respect to future operations and services; approval
of the proposed transaction by shareholders; the satisfaction of
the closing conditions to the proposed transaction; and the timing
of the completion of the proposed transaction.
All forward-looking statements involve significant risks and
uncertainties that could cause future results to differ from those
expressed by the forward-looking statements, many of which are
generally outside the control of Travelport and are difficult to
predict. Examples of such risks and uncertainties include, but are
not limited to, (i) the possibility that the proposed
transaction is delayed or does not close, including due to the
failure to receive required shareholder or regulatory approvals,
the taking of governmental action to block the proposed
transaction, the inability to obtain required financing, or the
failure of other closing conditions, and (ii) the possibility that
expected financial results will not be realized, or will not be
realized within the expected time period, because of, among other
things, factors affecting the level of travel activity,
particularly air travel volume, including security concerns,
pandemics, general economic conditions, natural disasters and other
disruptions; general economic and business conditions in the
markets in which Travelport operates, including fluctuations in
currencies, particularly in the U.S. dollar, and the economic
conditions in the Eurozone; pricing, regulatory and other trends in
the travel industry; Travelport's ability to obtain travel provider
inventory from travel providers, such as airlines, hotels, car
rental companies, cruise lines and other travel providers;
Travelport's ability to develop and deliver products and services
that are valuable to travel agencies and travel providers and
generate new revenue streams; maintenance and protection of
Travelport's information technology and intellectual property; the
impact on travel provider capacity and inventory resulting from
consolidation of the airline industry; the impact Travelport's
outstanding indebtedness may have on the way Travelport operates
its business; Travelport's ability to achieve expected cost savings
from Travelport's efforts to improve operational and technology
efficiency, including through Travelport's consolidation of
multiple technology vendors and locations and the centralization of
activities; Travelport's ability to maintain existing relationships
with travel agencies and to enter into new relationships on
acceptable financial and other terms; and Travelport's ability to
grow adjacencies, such as payment and mobile solutions; and the
impact on business conditions worldwide as a result of political
decisions, including the United
Kingdom's decision to leave the European Union.
Forward-looking statements should not be read as a guarantee of
future performance or results, and will not necessarily be accurate
indications of the times at, or by which, such performance or
results will be achieved. Forward-looking information is based on
information available at the time and/or management's good faith
belief with respect to future events and is subject to risks and
uncertainties that could cause actual performance or results to
differ materially from those expressed in the statements. The
factors listed in the section captioned "Risk Factors" in
Travelport's Annual Report on Form 10-K for the year ended
December 31, 2017, filed with the SEC on February 20,
2018, Travelport's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2018, filed with the SEC on May 3, 2018,
Travelport's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018, filed with the SEC on August 2, 2018, and
Travelport's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018, filed with the
SEC on November 1, 2018, provide
examples of risks, uncertainties and events that may cause actual
results to differ materially from the expectations described in the
forward-looking statements. You should be aware that the occurrence
of the events described in these risk factors and elsewhere could
have an adverse effect on Travelport's business, results of
operations, financial position and cash flows.
Forward-looking statements speak only as of the date the
statements are made. Travelport assumes no obligation to update
forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking
information except to the extent required by applicable securities
laws. If Travelport does update one or more forward-looking
statements, no inference should be drawn that it will make
additional updates with respect thereto or with respect to other
forward-looking statements. For any forward-looking statements
contained in any document, Travelport claims the protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Travelport Contacts
Investors
Peter Russell
Head of Treasury and Investor Relations
Tel: +44 (0)1753 288 248
peter.russell@travelport.com
Media
Julian Eccles
VP PR and Communications
Tel: +44 (0)7720 409 374
julian.eccles@travelport.com
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SOURCE Travelport Worldwide Limited