Ebix, Inc. and Yatra Online, Inc. announced that they have entered into a definitive agreement under which Ebix will acquire Yatra via merger. In connection with the merger, each ordinary share of Yatra (“Yatra Ordinary Share”) will be entitled to receive 0.005 shares of a new class of preferred stock of Ebix (“Ebix Convertible Preferred Stock”). Each share of Ebix Convertible Preferred Stock received for each Yatra Ordinary Share will, in turn, be convertible into 20 shares of common stock of Ebix (“Ebix Common Stock”).

Based on the trailing 15-day volume weighted average price (“VWAP”) of Ebix Common Stock of $49.05 per share, each Yatra Ordinary Share convertible into Ebix Common Stock would be valued, on an as-converted basis, at $4.90 per share, representing an approximately 32% premium to Yatra’s closing share price on March 8, 2019, the last trading day prior to the public announcement of Ebix’s offer to acquire Yatra. Assuming a value of $4.90 per Yatra Ordinary Share, the transaction implies an enterprise value of $337.8mil at the Ebix collar price of $59 per share and post adjustment for Indebtedness, Working capital, Warrants to be converted and minimum cash requirement, a net equity value of $239 million.

Ebix will be issuing 243,747 convertible preferred stock, which in turn will be convertible into 4,874,931 shares of Ebix common stock.

Ebix is a leading international supplier of On-Demand software and E-commerce services to the insurance, financial, healthcare and e-learning industries. Yatra Online is the parent company of Yatra Online Pvt. Ltd., India's leading Corporate Travel services provider and one of India's leading online travel companies. Following the completion of the transaction, Yatra will become part of Ebix’s EbixCash travel portfolio alongside Via and Mercury and will continue to serve customers under the Yatra brand. The transaction will create India’s largest and most profitable travel services company, and a leading online travel platform poised to capture significant international growth opportunities.

Ebix Chairman, President and CEO Robin Raina, commented, "The acquisition of Yatra would lend itself to significant synergies and the emergence of EbixCash as India’s largest and most profitable travel services company, besides being the largest enterprise financial exchange in the country. Over the last few months, we have evolved a detailed synergistic plan, that once fully executed can provide between 40 to 75 cents of accretion to the Ebix non-GAAP EPS. We are excited by the cross-selling opportunities that this combination provides us, while further strengthening our future EbixCash IPO offering.”

“We are pleased to announce this agreement with Ebix, which provides our shareholders with the opportunity to participate in the significant upside potential of one of the fastest growing multinational On-Demand software and E-commerce services companies in the world,” said Dhruv Shringi, Co-founder and CEO of Yatra Online. “Over the last several years, we have built Yatra into one of India’s most well-recognized e-commerce brands, growing into the leading corporate travel services provider and one of the largest consumer travel companies. Becoming a part of Ebix’s EbixCash travel portfolio will enable us to continue on that path. As part of a larger diversified organization with the necessary scale and resources to be a leader in today’s dynamic travel marketplace, we will provide more options and an enhanced experience for our joint customers and will be an even stronger partner to the airline, hotel, car rental and other businesses we work with. We are confident that combining Yatra’s loyal customer base, comprehensive service offering and multi-channel platform with Ebix’s complementary Via and Mercury businesses, will create a leading online travel platform and India’s largest corporate travel platform that will capture growth opportunities and deliver enhanced value to shareholders.”

Strategic and Financial Benefits of the Transaction:

Accelerates Growth Potential as a Premier International Travel Services Provider. Under Ebix’s leading travel platform, the combined company will leverage Yatra’s large and loyal existing customer base, comprehensive service offering and multi-channel platform to take advantage of the dynamic and growing multibillion-dollar opportunity in India. The combined company will have an international footprint with more than 11,000 employees and a travel expanse spanning GCC, ASEAN and Asia Pacific countries. The transaction also provides the necessary scale to extend its travel business to North America, Latin America and Europe. Together, Ebix and Yatra will be a comprehensive global platform with “on-the-ground” presence in major markets worldwide.

Creates World’s Leading End-to-End Enterprise Financial and Insurance Services Provider. Given the highly complementary nature of each company’s travel platform, the combined entity will create India’s largest end-to-end travel industry provider, offering distribution, travel insurance, forex, MICE, Visa, and travel technology services. Combining Yatra’s loyal customer base, comprehensive service offering and multi-channel platform with Ebix’s complementary Via and Mercury businesses, creates a leading online travel platform that will capture cross selling growth opportunities across the EbixCash portfolio of products an customers, while delivering enhanced value to shareholders.

Delivers Short and Long-Term Financial Benefits. The transaction is expected to be 40 to 75 cents accretive to Ebix’s non-GAAP earnings per share within a period of 6 to 12 months from closing, once all the mutual synergies have been executed. Ebix has a proven track record of successfully integrating acquired products, services and companies in a highly disciplined and efficient manner, with resulting cash flow and earnings per share being key endpoint metrics and generating significant shareholder value.

Creation of India’s Largest Financial and Travel EbixCash Exchange. Ebix intends to make Yatra an integral part of the EbixCash financial and travel exchange portfolio, while targeting an EbixCash IPO in the second quarter of 2020. The synergies and the cross-selling opportunities can create tremendous economic value for the shareholders, once the IPO is done.    

Pre-Closing Tender for Yatra Warrants

As a condition to the closing of the transaction, Yatra will offer newly issued Yatra Ordinary Shares in exchange for 50% of the outstanding warrants to purchase Yatra Ordinary Shares (“Yatra Warrants”). It is currently anticipated that approximately 1.3 million newly issued Yatra Ordinary Shares will be exchanged for 50% of the outstanding Yatra Warrants, representing an exchange ratio of 0.075 newly issued Yatra Shares per Yatra Warrant. Assuming the value of the underlying Ebix Common Stock to be received for each Yatra share is $4.90, the value offered per Yatra Warrant would be $0.37.

Redemption Option

The Ebix Convertible Preferred Stock will offer all Yatra shareholders the right to have redeemed, for a cash price of $5.31, the shares of Ebix Convertible Preferred Stock received per Yatra Ordinary Share. The redemption option will be available to Yatra shareholders during the 25^th month after closing.  The redemption option is accordingly only available to Yatra shareholders who have not opted to convert the Ebix convertible preferred stock into common stock of Ebix before the 25^th month after closing.

Timing and Approvals

The transaction has been approved unanimously by each of Ebix's and Yatra’s Boards of Directors, and it is expected to close by the fourth quarter of 2019. The obligations of each party to consummate the transaction are subject to approval by Yatra shareholders, clearances by the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq of the registration and listing of the Ebix Convertible Preferred Stock, respectively, and other customary closing conditions. The obligations of Ebix to consummate the transaction are further conditioned upon (i) Yatra obtaining the cancellation or other extinguishment of Yatra Warrants such that no more than 8,768,979 Yatra Ordinary Shares remain subject to Yatra Warrants and (ii) Ebix’s receipt of written acknowledgment from Yatra’s financial advisor that its fees and expenses due for such services have been paid in full.

Analyst / Investor Conference Call and Webcast

The companies intend to host a joint conference call and webcast it, over the next few days. The call-in will be announced tomorrow.

Advisors

Bass, Berry & Sims PLC is acting as legal counsel to Ebix. Citi is acting as exclusive financial advisor to Yatra and Goodwin Procter LLP is acting as legal counsel.