SOUTHLAKE, Texas and
SINGAPORE, May 14, 2015 /PRNewswire/ -- Sabre
Corporation (NASDAQ: SABR) announced today that it has entered into
a definitive agreement to acquire Abacus International, the leading
global distribution system (GDS) in the Asia-Pacific region. Abacus is currently
owned by a consortium of 11 Asian airlines along with Sabre, which
has a 35% stake in the company.
Sabre will purchase the remaining portion of Abacus for net cash
consideration of $411 million.
"The Asia-Pacific travel market
is the largest and fastest growing in the world," said Tom Klein, Sabre President and CEO.
"Acquiring Abacus immediately combines the global capabilities of
Sabre with the deep local market expertise of the leading
Asia-Pacific GDS. This powerful combination will give
customers even more innovation and service options, while allowing
Sabre to accelerate growth globally in a very capital efficient way
– and to gain regional synergies in all three of our businesses
serving travel agents, airlines and hospitality companies."
Abacus International President and CEO, Robert Bailey added, "With our extended network
in Asia-Pacific, Abacus has built
a trusted brand of unique significance and scale. We now have the
opportunity to take the business forward even faster, broadening
the scope within the Sabre family and with the support of our
shareholder carriers. This is great news for the industry in
Asia-Pacific, and we look forward
to passing the benefits of integration to all sectors of this
region's diverse travel community."
Abacus serves more than 100,000 travel agents across the
Asia-Pacific region's 59 markets
and has both global and uniquely local relationships with airlines
and hotels, including the leading portfolio of low-cost content and
Chinese airline content.
Separately, the acquisition includes new long-term distribution
agreements between Sabre and the 11 airline owners of Abacus.
"We look forward to continuing our long-term business
relationships with our former partners in Abacus, and our new
agreements will provide benefits and confidence to travel agents
throughout the Asia-Pacific region
for many years to come," said Greg
Webb, President of Sabre Travel Network.
"Abacus currently provides a broad set of services to its
customers using a base of Sabre technology for the large majority
of core functions to market, distribute, sell and service travel in
the Asia-Pacific region," Webb
added. "That, along with deep local market capabilities, will
result in a smooth transition for Asia-Pacific customers, who should see the
benefits of global capabilities while continuing to use our
familiar, leading technology."
Abacus will operate as a region of Sabre Travel Network, and
Sabre expects its expanded Asia-Pacific direct presence will benefit
Sabre Airline Solutions and Sabre Hospitality Solutions, which
already provide mission-critical support to 78 airlines and
thousands of hotels throughout the Asia-Pacific region. Sabre also will continue
its partnership to provide technology services to INFINI, a local
Japanese GDS.
"Sabre and Abacus have established the gold standard for service
and content in the Asia-Pacific
region, and that only gets better," Klein said. "Together
with Abacus, Sabre will provide customers and suppliers with
improved and faster access to Sabre's industry-leading innovations,
including low-cost carrier content, ancillary capabilities, data
analytics, and the latest in mobile solutions and personalization
services. Additionally, airlines and travel agencies will have more
options for new and differentiated products and services created
specifically for customers in the Asia-Pacific market."
Subject to regulatory approvals and other closing conditions,
the transaction is expected to close in the third quarter of
2015.
The acquisition, including associated working capital
adjustments and cash acquired, is expected to be financed through
approximately $250 million in cash on
hand, augmented by incremental net debt of approximately
$160 million. Pro forma for the
transaction, Sabre estimates its March 31,
2015 net debt to trailing twelve months Adjusted EBITDA
ratio would be 3.3x, compared to 3.0x as reported.
Assuming a third quarter closing date, Sabre expects the
transaction will increase 2015 revenue by approximately
$120 million, be approximately
neutral to 2015 Adjusted EPS and modestly accretive to current-year
Adjusted EBITDA.
In 2016, Sabre expects the transaction to increase revenue by
more than $300 million, to increase
Adjusted EBITDA by approximately $50
million and to be accretive to Adjusted EPS by approximately
$0.05.
Conference Call
Sabre will conduct an investor conference call on Thursday, May 14 at 11:00
a.m. Eastern Time. The live webcast, including
accompanying slide presentation, can be accessed via the Sabre
Investor Relations website at investors.sabre.com. A
recording of the call will be archived for replay following the
conference call.
About the Company
Sabre Corporation is a leading technology provider to the
global travel and tourism industry. Sabre's software, data, mobile
and distribution solutions are used by hundreds of airlines and
thousands of hotels to manage vital operations, such as passenger
and guest reservations, revenue management, and flight, network and
crew management. Sabre also operates the world's leading travel
marketplace, processing more than $110
billion of annual travel spend. Headquartered in
Southlake, Texas, USA, Sabre
operates in approximately 60 countries around the world.
Website Information
We routinely post important information for investors on our
website, www.sabre.com, in the Investor Relations section. We
intend to use this website as a means of disclosing material,
non-public information and for complying with our disclosure
obligations under Regulation FD. Accordingly, investors should
monitor the Investor Relations section of our website, in addition
to following our press releases, SEC filings, public conference
calls, presentations and webcasts. The information contained on, or
that may be accessed through, our website is not incorporated by
reference into, and is not a part of, this document.
Forward-looking statements
Certain statements in this release are forward-looking
statements about trends, future events, uncertainties and our plans
and expectations of what may happen in the future. Any statements
that are not historical or current facts are forward-looking
statements. In many cases, you can identify forward-looking
statements by terms such as "will," "expect," "would," "estimates,"
"may," "potential" or the negative of these terms or other
comparable terminology. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
Sabre's actual results, performance or achievements to be
materially different from any future results, performances or
achievements expressed or implied by the forward-looking
statements. The potential risks and uncertainties include, among
others, the closing and effects of the acquisition described in
this release, dependency on transaction volumes in the global
travel industry, particularly air travel transaction volumes,
adverse global and regional economic and political conditions,
including, but not limited to, conditions in Venezuela and Russia, dependence on maintaining and renewing
contracts with customers and other counterparties, exposure to
pricing pressure in the Travel Network business, dependence on
relationships with travel buyers, changes affecting travel supplier
customers, travel suppliers' usage of alternative distribution
models, and competition in the travel distribution market and
solutions markets. More information about potential risks and
uncertainties that could affect our business and results of
operations is included in Part I, Item 1A, "Risk Factors" in
Sabre's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and
Exchange Commission. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future events, results, actions,
levels of activity, performance or achievements. Readers are
cautioned not to place undue reliance on these forward-looking
statements. Unless required by law, Sabre undertakes no obligation
to publicly update or revise any forward-looking statements to
reflect circumstances or events after the date they are made.
Note on Non-GAAP Financial Measures
This release refers to unaudited non-GAAP financial measures,
including Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and
the ratios based on these financial measures. We define Adjusted
EBITDA as Adjusted Net Income adjusted for depreciation and
amortization of property and equipment, amortization of capitalized
implementation costs, amortization of upfront incentive
consideration, interest expense, net, and remaining provision
(benefit) for income taxes. We define Adjusted Net Income as income
(loss) from continuing operations adjusted for impairment,
acquisition related amortization, loss on extinguishment of debt,
other, net, restructuring and other costs, litigation and taxes,
including penalties, stock-based compensation, management fees, and
tax impact of net income adjustments. We define Adjusted EPS as
Adjusted Net Income divided by the applicable share count.
We present non-GAAP measures when our management believes that
the additional information provides useful information about our
operating performance. Non-GAAP financial measures do not have any
standardized meaning and are therefore unlikely to be comparable to
similar measures presented by other companies. The presentation of
non-GAAP financial measures is not intended to be a substitute for,
and should not be considered in isolation from, the financial
measures reported in accordance with GAAP.
Media Contact:
Pam
Wong
Sabre
+44 7968 902626 (mobile)
Pam.wong@sabre.com
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SOURCE Sabre Corporation