Date:	--/--/-- --:--:--
Event Id:	E564J46U4
Action Type:	MERGER
Action Status:	ANNOUNCED
Acquirer Symbol:
Target Symbol:	LTRPA
Updated:	--/--/-- --:--:--
Purchase Price Per Share:	0.2567
Price Per Share Currency:	USD
News References:	https://www.businesswire.com/news/home/20250424979153/en/

Action Notes

Tripadvisor, Inc and Liberty TripAdvisor Holdings, Inc announced that they have entered into an agreement and plan of merger whereby Tripadvisor will acquire Liberty TripAdvisor.In connection with the Merger, (i) the shares of Liberty TripAdvisor Series A Common Stock and Series B Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $0.2567 per share in cash (without interest), totaling approximately $20 million in the aggregate; (ii) all of the shares of Liberty TripAdvisor's 8% Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, in the aggregate, $42,471,000 in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessable shares of Tripadvisor common stock; and (iii) Liberty TripAdvisor's 0.50% Exchangeable Senior Debentures (the "Exchangeable Debentures") of approximately $330 million will be repaid in accordance with their terms. The transaction is expected to close in the second quarter of 2025. The transaction was unanimously recommended by the Tripadvisor Special Committee comprised of independent and disinterested directors and advised by legal and financial advisors. The Board of Directors of both Tripadvisor and Liberty TripAdvisor have approved this transaction. On 4/24, Liberty TripAdvisor Holdings, Inc. announced today that, at Liberty TripAdvisor's virtual special meeting of its holders of Series A common stock ("LTRPA") and Series B common stock ("LTRPB") held on April 24, 2025 at 10:15 a.m., M.T., the holders of LTRPA and LTRPB approved (among other things) the previously announced proposals to (i) approve the adoption of the Agreement and Plan of Merger, dated as of December 18, 2024 (the "Merger Agreement"), by and among Tripadvisor, Inc. ("Tripadvisor"), Liberty TripAdvisor, and Telluride Merger Sub Corp., an indirect wholly owned subsidiary of Tripadvisor ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into Liberty TripAdvisor (the "Merger"), and (ii) approve the adoption of an amendment to the Restated Certificate of Incorporation of Liberty TripAdvisor, dated August 27, 2014, which amends certain provisions of the Certificate of Designations of Liberty TripAdvisor 8% Series A Cumulative Redeemable Preferred Stock, dated March 15, 2020, as amended.