Tripadvisor Rules Out a Merger for Now

08.05.2024 - 13:43 / skift.com / Dennis Schaal / Matt Goldberg / Liberty Tripadvisor / Apollo Global Management

Tripadvisor stated this morning that a merger is not in the works for now.

“The Special Committee has determined that at this time, there is no transaction with a third party that is in the best interests of the Company and its stockholders,” the company said as part of its first quarter earnings announcement. “The Special Committee will continue to evaluate proposed alternatives as appropriate. There can be no assurance that any transaction will result, and the Company does not expect to provide further updates unless it has something definitive to share.”

However, in a separate financial filing, controlling shareholder Liberty Tripadvisor stated that it is entertaining strategic alternatives. “Strategic alternatives with respect to the Reporting Person remain under consideration,” Liberty Tripadvisor stated.

The special committee was a reference to an independent board committee the company formed after controlling shareholder Liberty Tripadvisor announced in February it had received a merger proposal.

Skift reported that private equity firm Apollo Global Management was a likely suitor. There was speculation about whether other bidders were involved either in partnership with Apollo or independently.

There was also analysis that Liberty Tripadvisor and Tripadvisor would be entering any talks in a weak negotiating position because Liberty Tripadvisor is on the hook to Certares to repay a $325 million preferred stock investment by March 2025. One source disputed that analysis, telling Skift that Liberty Tripadvisor had plenty of resources, including stock, to repay the debt.

The mission of Tripadvisor’s special committee was to evaluate merger proposals and to engage in discussions about them.

Either the company didn’t come to terms with the bidder or bids were withdrawn.

Tripadvisor is without a deep-pocketed partner for now, so what comes next?

Commenting about the lack of a merger in the works, Tripadvisor CEO Matt Goldberg said during the first quarter earnings call Wednesday said the company won’t become distracted, and he has confidence the company will continue to deliver on its multiyear transformation plans. The company, he said, will continue to drive growth through its Viator tours and activities business and at dining reservations platform TheFork.

“So for us, it’s about staying focused, consistent and continuing to build confidence in where these businesses are going,” Goldberg said.

One option is to proceed with a spinoff of Viator into a separate public company. It had earlier plans to consider it, but it hadn’t been a priority before the buyout talks.

Tripadvisor also released its first-quarter earnings Wednesday morning. In the first quarter, Tripadvisor’s net loss narrowed to $59