Two leading travel groups in India, MakeMyTrip Limited
(NASDAQ:MMYT) and ibibo Group (owned by global technology group
Naspers Limited (JSE: NPN.SJ and LSE: NPSN)), have agreed to
pursue a transaction that will combine the two businesses under
MMYT, creating one of the leading travel groups in India that
provides a one-stop shop for all Indian travellers and serves as a
critical partner for travel industry suppliers.
The combination will bring together a bouquet of leading
consumer travel brands, including MakeMyTrip, goibibo, redBus, Ryde
and Rightstay, which together processed 34.1 mm transactions during
FY2016.
The transaction is expected to unlock value for customers,
supply partners and shareholders, by combining the complementary
strengths of each business. MakeMyTrip brings its strong brand,
robust mix of domestic and outbound hotels and packages business
and strong position in the air ticketing business. ibibo Group, via
its brand goibibo and redBus, comes with a strong presence in
various fast growing travel segments including hotels, bus bookings
and air ticketing.
Following the closing of the proposed transaction, Founder Deep
Kalra will remain Group CEO and Executive Chairman of MakeMyTrip
and Co-founder Rajesh Magow will continue to remain CEO India of
MakeMyTrip. Founder and CEO of ibibo Group, Ashish Kashyap, will
join MakeMyTrip’s executive team as a Co-founder and President of
the organization.
Deep Kalra, Chairman and Group CEO of MakeMyTrip, said: “Today’s
announcement is a significant step forward for the rapidly growing
travel industry in India. We expect this deal to create an even
more scalable business with the expertise to transform the booking
experience for Indian travellers. I am delighted to be leading such
a strong team in our next chapter of high-growth in this dynamic
industry.”
Rajesh Magow, co-founder and CEO India of MakeMyTrip added: “We
welcome the ibibo team to the newly expanded MakeMyTrip family. The
combination of these two enterprises, with their deep understanding
of customer preferences, will help us provide an even stronger
value proposition to our users and offer further career growth
opportunities for all employees”
Ashish Kashyap, CEO ibibo Group, said: “Since I founded ibibo in
2007, we have innovated and grown to become one of the leading
travel companies in India, providing solutions not just for
travellers, but for suppliers too. Deep, Rajesh and I saw a great
opportunity to join forces, and I am excited that this merger
enables all of us to continue a great journey together as the
leading travel group in India.”
According to Bob van Dijk, CEO Naspers: “India is a key market
for Naspers, and this deal reinforces our commitment to the
country. ibibo and MakeMyTrip have built leading companies through
their innovative use of technology to create exceptional
experiences for people traveling throughout India and,
increasingly, beyond. Today’s announcement underlines the continued
ambition of Deep, Rajesh and Ashish and their teams, and I look
forward to seeing the future success of this new and even stronger
business.”
Naspers and Tencent, through their jointly owned holding company
(91% owned by Naspers and 9% owned by Tencent), are selling ibibo
Group to MakeMyTrip in exchange for an issuance of new shares by
MakeMyTrip. Upon closing of the transaction, MakeMyTrip will own
100% of ibibo Group. Naspers and Tencent will become the single
largest shareholder in MakeMyTrip, owning a 40% stake, and will
contribute proportionate working capital upon closing.
Additionally, prior to closing , the US$180 million, 5-year
convertible notes issued by MakeMyTrip Limited to Ctrip.com
International, Ltd. (“Ctrip”) (NASDAQ: CTRP) in January 2016 will
also be converted into common equity, resulting in Ctrip having an
approximately 10% stake in the combined entity.
The transaction is expected to close by the end of December 2016
and is subject to approval by MakeMyTrip shareholders and
regulatory approvals.
Morgan Stanley is acting as exclusive financial advisor to
MakeMyTrip and has also provided a fairness opinion to the Board of
MakeMyTrip. Latham and Watkins, S&R Associates and Appleby are
acting as legal advisors to MakeMyTrip. Goldman Sachs is acting as
exclusive financial advisor to ibibo and Naspers, while Cravath,
Swaine & Moore, Trilegal and BLC Roberts are acting as legal
advisors.
We shall be hosting a conference call today at 20:00 IST / 16:30
CET / 10:30 EST. Conference call details below.
Participant (Passcode: 2025907) Singapore (8001)
011-512 India (1800) 3070-5400 South Africa (0800)
994-050 UK (080) 0028-8438 US (844) 883-3862
About MakeMyTrip
MakeMyTrip Limited is the parent company of MakeMyTrip (India)
Private Limited, MakeMyTrip Inc. (USA), MakeMyTrip FZ LLC (UAE),
Luxury Tours & Travel Pte Ltd (Singapore), Luxury Tours
(Malaysia) Sdn Bhd, the Hotel Travel Group (Thailand) and the ITC
Group (Thailand). The Company’s services and products include air
tickets, customized holiday packages, hotel bookings, railway
tickets, bus tickets, car hire and facilitating access to travel
insurance. Through its primary websites, www.makemytrip.com,
www.hoteltravel.com and www.easytobook.com and other
technology-enhanced platforms, the Company provides access to all
major domestic full-service and low-cost airlines operating to and
from India, all major airlines operating to and from India, over
33,000 hotels and guesthouses in India, more than 310,000 hotels
outside India, Indian Railways and several major Indian bus
operators.
About ibibo:
The ibibo Group operates integrated travel properties such as
Goibibo.com (leading hotels and air aggregator), redBus.in (leading
online bus ticketing platform), YourBus (Vehicle tracking
application), and recently launched car sharing app, ibibo Ryde.
The company’s mission is to organize the transportation and
accommodation industry and connect it with travellers. At 7.65mn
unique transactions a quarter, ibibo is one of the leading travel
companies in India.
For more information, please visit www.ibibo.com.
About Naspers:
Founded in 1915, Naspers is a global internet and entertainment
group and one of the largest technology investors in the world.
Operating in more than 130 countries and markets with long-term
growth potential, Naspers builds leading companies that empower
people and enrich communities. It runs some of the world’s leading
platforms in internet, video entertainment, and media.
Naspers companies connect people to each other and the wider
world, help people improve their daily lives, and entertain
audiences with the best of local and global content. Every day,
millions of people use the products and services of companies that
Naspers has invested in, acquired or built, including Allegro,
Avito, Brainly, Codecademy, eMAG, Flipkart, letgo, Media24, Movile,
MultiChoice, OLX, PayU, ShowMax, SimilarWeb, Twiggle, and Udemy.
Similarly, hundreds of millions of people have made the platforms
of its associates Tencent (www.tencent.com; SEHK 00700) and
Mail.ru (www.corp.mail.ru; LSE: MAIL) a part of their daily
lives.
Naspers is listed on the Johannesburg Stock Exchange (NPN.SJ)
and has an ADR listing on the London Stock Exchange (LSE:
NPSN).
For more information, please visit www.naspers.com.
Important Information for Investors and
Shareholders
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The proposed transaction will be submitted to
the shareholders of MakeMyTrip for their consideration. MakeMyTrip
will provide a proxy statement to its respective shareholders for
consideration of the proposed transaction. Investors and security
holders are urged to read the proxy statement and any other
relevant documents filed with the SEC when they become available,
as well as any amendments or supplements to those documents,
because they will contain important information about MakeMyTrip,
ibibo Group and the proposed transaction. Investors and security
holders will be able to obtain a free copy of the proxy statement,
as well as other filings containing information about MakeMyTrip
and the transaction free of charge at the website of Securities and
Exchange Commission (SEC) at http://www.sec.gov. In addition, the
proxy statement, the SEC filings that may be incorporated by
reference in the proxy statement and the other documents filed with
the SEC by MakeMyTrip may be obtained free of charge by directing
such request to request to Jonathan Huang, Vice President –
Investor Relations at Jonathan.Huang@makemytrip.com or +1 (917)
769-2027.
MakeMyTrip and its directors, executive officers, and certain
other members of management and employees may be deemed to be
participants in the solicitation of proxies in favor of the
proposed transaction from the shareholders of MakeMyTrip.
Information about the directors and executive officers of
MakeMyTrip is set forth in MakeMyTrip’s annual report on Form 20-F,
which was filed with the SEC on June 14, 2016. Additional
information regarding participants in the proxy solicitation may be
obtained by reading the proxy statement regarding the proposed
transaction when it becomes available.
Special Note Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995, as amended. These
forward-looking statements include, but are not limited to, (i)
statements about the benefits of the acquisition of ibibo Group by
MakeMyTrip, including financial and operating results and synergy
benefits that may be realized from the acquisition and the
timeframe for realizing those benefits; (ii) MakeMyTrip and ibibo
Group’s plans, objectives, expectations and intentions; (iii) other
statements contained in this communication that are not historical
facts; and (iv) other statements identified by words such as
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “goal,” “strategy,” “future,” “likely,” “may,”
“should,” “could,” “will,” and words of similar meaning or similar
references to future periods.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, forward-looking
statements are based only on current beliefs, assumptions, and
expectations regarding the future of MakeMyTrip’s business,
including the effects of the proposed acquisition of ibibo Group by
MakeMyTrip, future plans and strategies, projections, anticipated
events and trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are
inherently subject to significant business, economic and
competitive uncertainties, risks, and contingencies, which may
include third-party approvals, many of which are beyond our control
and are difficult to predict. Therefore, readers of this
communication are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
The following factors, among others, could cause actual results
to differ materially from those expressed or implied in the
forward-looking statements: (i) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the transaction agreement; (ii) the inability to complete the
transaction due to the failure to obtain the required shareholder
approval; (iii) the inability to satisfy the other conditions
specified in the transaction agreement, including without
limitation, the receipt of necessary governmental or regulatory
approvals required to complete the transaction; (iv) the inability
to successfully integrate the businesses of MakeMyTrip and ibibo
Group or to integrate the businesses within the anticipated
timeframe; (v) the risk that the proposed transactions disrupt
current plans and operations, increase operating costs and the
potential difficulties in customer or supplier loss and employee
retention as a result of the announcement and consummation of such
transactions; (vi) the inability to recognize the anticipated
benefits of the combination of MakeMyTrip and ibibo Group,
including the realization of revenue and cost synergy benefits and
to recognize such benefits within the anticipated timeframe; (vii)
the outcome of any legal proceedings that may be instituted against
MakeMyTrip, ibibo Group or others following announcement of the
transaction; and (viii) the possibility that MakeMyTrip or ibibo
Group may be adversely affected by other economic, business, and/or
competitive factors.
Additional information concerning these and other important
factors can be found within MakeMyTrip’s filings with the SEC,
which discuss the foregoing risks as well as other important risk
factors that could contribute to such differences or otherwise
affect our business, results of operations and financial condition.
Statements in this communication should be evaluated in light of
these important factors. The forward-looking statements in this
communication speak only as of the date they are made. Except for
the ongoing obligations of MakeMyTrip to disclose material
information in accordance with law, MakeMyTrip does not undertake
any obligation to, and expressly disclaims any such obligation to,
update or alter any forward-looking statement to reflect new
information, circumstances or events that occur after the date such
forward-looking statement is made unless required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20161018006110/en/
Naspers LimitedMeloy Horn, +27(82) 772-7123Group
IROMeloy.horn@naspers.comorMakeMyTrip LimitedJonathan Huang,
+1 (917) 769-2027Vice President - Investor
RelationsJonathan.Huang@makemytrip.com
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