Ebix, Inc. (NASDAQ: EBIX) and Yatra Online, Inc. (NASDAQ: YTRA)
today stated that they continue to work diligently towards
consummating the merger announced on July 16, 2019 and continue to
work together on preparing and filing a proxy statement and Form
S-4 with the U.S. Securities and Exchange Commission (“SEC”) in
relation with the merger.
As previously announced on July 16, 2019,
following the completion of the transaction, Yatra will become part
of Ebix’s EbixCash travel portfolio alongside Via and Mercury and
will continue to serve customers under the Yatra brand. The
transaction will create India’s largest and most profitable travel
services company, and a leading online travel platform poised to
capture significant international growth opportunities.
Strategic and Financial Benefits of the
Transaction:
- Accelerates Growth
Potential as a Premier International Travel Services
Provider. Under Ebix’s leading travel platform, the
combined company will leverage Yatra’s large and loyal existing
customer base, comprehensive service offering and multi-channel
platform to take advantage of the dynamic and growing
multibillion-dollar opportunity in India. The combined company will
have an international footprint with more than 11,000 employees and
a travel expanse spanning GCC, ASEAN and Asia Pacific countries.
The transaction also provides the necessary scale to extend its
travel business to North America, Latin America and Europe.
Together, Ebix and Yatra will be a comprehensive global platform
with “on-the-ground” presence in major markets worldwide.
- Creates World’s Leading
End-to-End Enterprise Financial and Insurance Services
Provider. Given the highly complementary nature of each
company’s travel platform, the combined entity will create India’s
largest end-to-end travel industry provider, offering distribution,
travel insurance, forex, MICE, Visa, and travel technology
services. Combining Yatra’s loyal customer base, comprehensive
service offering and multi-channel platform with Ebix’s
complementary Via and Mercury businesses, creates a leading online
travel platform that will capture cross selling growth
opportunities across the EbixCash portfolio of products an
customers, while delivering enhanced value to shareholders.
- Delivers Short and
Long-Term Financial Benefits. The transaction is expected
to be 40 to 75 cents accretive to Ebix’s non-GAAP earnings per
share within a period of 6 to 12 months from closing, once all the
mutual synergies have been executed. Ebix has a proven track record
of successfully integrating acquired products, services and
companies in a highly disciplined and efficient manner, with
resulting cash flow and earnings per share being key endpoint
metrics and generating significant shareholder value.
- Creation of India’s Largest
Financial and Travel EbixCash Exchange. Ebix intends to
make Yatra an integral part of the EbixCash financial and travel
exchange portfolio, while targeting an EbixCash IPO in the second
quarter of 2020. The synergies and the cross-selling opportunities
can create tremendous economic value for the shareholders, once the
IPO is done.
About Yatra Online, Inc. and Yatra
Online Pvt. Ltd.Yatra Online, Inc. is the parent company
of Yatra Online Pvt. Ltd. which is based in Gurugram, India and 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. The company provides
information, pricing, availability, and booking facility for
domestic and international air travel, domestic and international
hotel bookings, holiday packages, buses, trains, in city
activities, inter-city and point-to-point cabs, homestays and
cruises. As a leading platform of accommodation options, Yatra
provides real-time bookings for more than 100,000 hotels in India
and over 1,000,000 hotels around the world. Launched in August
2006, Yatra was ranked the Most Trusted E-Commerce Travel Brand in
India in the Economic Times Brand Equity Survey 2016 for the second
successive year, and has won the National Tourism Award for 'Best
Domestic Tour Operator (Rest of India)' at the India Tourism Awards
held in September 2017 for the third time in a row.
About Ebix, Inc.With 50+
offices across 6 continents, Ebix, Inc., (NASDAQ: EBIX) endeavors
to provide On-Demand software and E-commerce services to the
insurance, financial, healthcare and e-learning industries. In the
Insurance sector, Ebix’s main focus is to develop and deploy a wide
variety of insurance and reinsurance exchanges on an on-demand
basis, while also, providing Software-as-a-Service ("SaaS")
enterprise solutions in the area of CRM, front-end & back-end
systems, outsourced administration and risk compliance services,
around the world.
With a "Phygital” strategy that combines 320,000
physical distribution outlets in many Southeast Asian Nations
(“ASEAN”) countries, to an Omni-channel online digital platform,
the Company’s EbixCash Financial exchange portfolio encompasses
leadership in areas of domestic & international money
remittance, foreign exchange (Forex), travel, pre-paid & gift
cards, utility payments, lending, wealth management etc. in India
and other markets. EbixCash’s Forex operations have emerged as a
leader in India’s airport Foreign Exchange business with operations
in 32 international airports including Delhi, Mumbai, Bangalore,
Hyderabad, Chennai and Kolkata, conducting over $4.8 billion in
gross transaction value per year. EbixCash’s inward remittance
business in India conducts approx. $5 billion gross annual
remittance business, confirming its undisputed leadership position
in India. EbixCash, through its travel portfolio of Via and
Mercury, is also one of Southeast Asia’s leading travel exchanges
with over 2,200+ employees, 212,450+ agent network, 25 branches and
over 9,800 corporate clients; processing an estimated $2.5 billion
in gross merchandise value per year. EbixCash’s technology services
Division has emerged as a leader in the areas of lending
technology, asset & wealth management technology, travel
technology in India; besides having grown its international expanse
to Europe, Middle East, Africa and ASEAN countries.
Through its various SaaS-based software
platforms, Ebix employs thousands of domain-specific technology
professionals to provide products, support and consultancy to
thousands of customers on six continents. For more information,
visit the Company’s website at www.ebix.com.
Additional Information
and Where to
Find It
In connection with the proposed transaction
between Yatra and Ebix, Ebix will file a registration statement on
Form S-4, and Yatra will file a Report of Foreign Private Issuer on
Form 6-K which will contain a proxy statement/prospectus concerning
the proposed merger, with the SEC. The proxy statement/prospectus
and form of proxy card will be provided to Yatra’s shareholders.
Yatra and Ebix will also file other relevant documents with the SEC
regarding the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, YATRA’S INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE
FORM S-4, PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING THE PROPOSED TRANSACTION. Investors may obtain free
copies of the proxy statement/prospectus and S-4 (when they become
available) and other documents filed by Yatra and Ebix with the SEC
at the SEC’s website at http://www.sec.gov. In addition, free
copies of the proxy statement/prospectus (when available) and
Yatra’s other SEC filings are also available on Yatra’s website at
www.yatra.com.
No Offer or
Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any proxy, vote or approval with respect to the
proposed merger or otherwise, nor shall there be any sale of
securities in any states or jurisdictions 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, or an exemption therefrom, and otherwise
in accordance with applicable law.
Participants
in the
Solicitation
Yatra, Ebix and their respective directors,
executive officers, certain members of management and certain
employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies with respect to the proposed merger.
Information regarding Yatra’s officers and directors is included in
the Annual Report on Form 20-F filed with the SEC on July 31, 2018.
This document is available free of charge at the SEC’s website at
www.sec.gov or by accessing Yatra’s Investor Relations page at
investors.yatra.com. Information regarding Ebix’s officers and
directors is included in Ebix’s Definitive Proxy Statement on
Schedule 14A filed with the SEC on October 16, 2018 with respect to
its 2018 Annual Meeting of Stockholders. This document is available
free of charge at the SEC’s website at www.sec.gov or at Ebix’s
Investors Home page at www.ebix.com/investorhome.
Additional information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed merger, and
a description of their direct and indirect interests in the
proposed merger, which may differ from the interests of Yatra’s
shareholders generally, will be set forth in the proxy
statement/prospectus when it is filed with the SEC.
Cautionary Statement
Regarding
Forward-Looking
Statements
Statements contained in this Report of Foreign
Private Issuer on Form 6-K that relate to future results and events
may constitute “forward-looking statements” within the meaning of
safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are subject to a number
of risks and uncertainties that may cause actual results to differ
materially from those contained in the forward-looking information,
and are based on the current expectations, estimates, forecasts and
projections of Yatra and Ebix. These forward-looking statements may
include but are not limited to statements about the expected
completion of the merger and the timing thereof and the
satisfaction or waiver of any conditions to the consummation of the
merger as there can be no assurances that the merger will be
consummated. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,”
“project,” “seek,” “seem,” “should” and similar expressions. Such
statements include, among other things, management’s beliefs,
estimates and projections, as well as our strategic and operational
plans. The following factors, among others, could cause actual
results to differ materially from those described in the
forward-looking statements: economic, business, competitive, and/or
regulatory factors affecting the businesses of Yatra and Ebix
generally, including those set forth in Yatra’s most recent Annual
Report on Form 20-F, especially in the “Risk Factors” and
“Operating and Financial Review and Prospects” sections therein,
and in its subsequent Reports on Form 6-K, and those set forth in
Ebix’s most recent most recent Annual Report on Form 10-K,
especially in the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
therein, and in its subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Forward-looking statements contained
herein speak only as of the date hereof, and Yatra and Ebix
undertake no obligation to publicly release the results of any
revisions or updates to these forward-looking statements that may
be made to reflect events or circumstances after the date hereof,
or to reflect the occurrence of unanticipated events.
EBIX CONTACT:
Vandana Pathakvandana@p4c.in or 9920215589
Darren Joseph or Gautam Sharma678-281-2027 or IR@ebix.com
David Collins or Chris EddyCatalyst Global - 212-924-9800 or
ebix@catalyst-ir.com
YATRA CONTACT: Manish Hemrajani Yatra
Online, Inc. VP, Corporate Development and Investor
Relations ir@yatra.com
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