UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Filed by the Registrant. ☒
Filed by a Party other than the Registrant. ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Travelport Worldwide Limited
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Letter to customers and partners re
Toro from Gordon Wilson
10 December 2018
Dear XXXX
Travelport agrees to be acquired by
affiliates of Siris and Evergreen
Today Travelport has announced that it
has entered into a definitive agreement to be acquired by affiliates of Siris Capital Group, LLC (“Siris”)
and Evergreen Coast Capital Corp. (“Evergreen”). Evergreen is the private equity affiliate of Elliott Management Corporation
(“Elliott”), one of our current shareholders.
You can click on the button below to see
the press release but there are some key points, as a valued customer of Travelport, to which I would like to draw your attention.
First and foremost
, it is very much
business as usual at Travelport. There are no immediate changes in terms of our priorities nor how we operate the business as a
result of this announcement. Customers should expect the same high level of service to which they have grown accustomed.
Second, Siris and Elliott are specialist
technology platform investors. Throughout the process they have demonstrated their deep technology expertise together with a strong
commitment to the success of our customers, employees and partners. Travelport will continue driving technological innovation and
serving the evolving global travel market under private ownership.
Third, while we announced the deal today,
we expect the transaction to close in the second quarter of 2019, subject to customary closing conditions. At this point, Travelport
would become a privately-held company and delisted from the New York Stock Exchange.
The investment Siris and Evergreen plan
to make in Travelport is a strong endorsement of our commitment to our customers and partners. Siris has said today that it looks
forward to building on our legacy and “supporting Travelport as it invests in its platform and embarks on a new phase of
innovation and industry leadership.” Elliott added that it looks forward to “to investing in the Travelport team and
working with them and Siris to build upon and advance Travelport’s strong track record of technology innovation in serving
global travel suppliers and agencies.”
There is a great deal of momentum in Travelport,
both in our delivery of new and exciting product capabilities and our geographical growth. We remain focused on delivering our
commitments to you, continuing to onboard our new customers and developing new products and technologies.
Thank you for your ongoing support and
the business we do together. Please do not hesitate to reach out to your key contact at Travelport or indeed myself or any member
of my executive team if you have any questions or queries.
As ever, we continue to focus on building
technology for you to make the experience of buying and managing travel continually better.
Yours sincerely
Gordon Wilson
President and CEO, Travelport
Important Information For Investors
And Shareholders
Important Information and Where to Find
it
The proposed acquisition of Travelport
Worldwide Limited (the “
Company
”) by Siris Capital Group, LLC (“
Siris
”) and Evergreen Coast
Capital Corp (“
Evergreen
”) will be submitted to the shareholders of the Company for their consideration. In
connection with the proposed transaction, the Company will file with the Securities and Exchange Commission (the “
SEC
”)
a proxy statement with respect to a special meeting of the Company’s shareholders to approve the proposed transaction. The
definitive proxy statement will be mailed to the Company’s shareholders. the Company 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 PROXY STATEMENT
AND OTHER RELEVANT DOCUMENTS 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 proxy statement and other documents containing important information about the Company, 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 the Company will be available free of charge on the Company’s website at ir.travelport.com or by contacting the Company’s
Investor Relations Department at +44 (0)1753 288 686.
Certain Information Regarding Participants
The Company 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 the Company in connection with the proposed transaction. Information about the directors and executive
officers of the Company 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, and in its proxy statement for its 2018 annual meeting of shareholders, which was filed with the
SEC on April 25, 2018. To the extent holdings of the Company securities have changed since the amounts printed in the proxy statement
for the 2018 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Other 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 proxy statement 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 the Company’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, the Company’s expectations
with respect to the costs and other anticipated financial impacts of the proposed transaction; future financial and operating results
of the Company; the Company’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 the Company 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 the Company 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; the Company’s ability to obtain travel provider
inventory from travel providers, such as airlines, hotels, car rental companies, cruise lines and other travel providers; the Company’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 the Company’s information technology and intellectual property; the impact
on travel provider capacity and inventory resulting from consolidation of the airline industry; the impact the Company’s
outstanding indebtedness may have on the way the Company operates its business; the Company’s ability to achieve expected
cost savings from the Company’s efforts to improve operational and technology efficiency, including through the Company’s
consolidation of multiple technology vendors and locations and the centralization of activities; the Company’s ability to
maintain existing relationships with travel agencies and to enter into new relationships on acceptable financial and other terms;
and the Company’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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the
SEC on February 20, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the
SEC on May 3, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on
August 2, 2018, and the Company’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 the Company’s business, results of operations, financial
position and cash flows.
Forward-looking statements speak only as
of the date the statements are made. The Company 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 the Company 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, the Company claims the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
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