Prosus N.V. (ENXTAM:PRX) has entered into a definitive merger agreement to acquire Despegar.com, Corp. (NYSE:DESP) for $1.6 billion on December 23, 2024. Under the terms of agreement, Despegar to be acquired by Prosus (Euronext: PRX), a leading global technology company for $19.50 per share in an all cash transaction (the ?Transaction?), representing an enterprise value of approximately $1.7 billion for Despegar. Under the terms of the Agreement, a wholly owned subsidiary of Prosus will merge with Despegar, with Despegar continuing as the surviving entity, and each outstanding share of Despegar will be converted into the right to receive $19.50 per share in cash. Despegar?s outstanding Series A Preferred Shares will be cancelled and converted into the right to receive payment of the amount due in accordance with their terms. As a part of acquisition, Certain shareholders of the Company, including the holder of Despegar?s Series A Preferred Shares, have entered into voting and support agreements with Prosus undertaking to vote in favor of the transaction. Upon completion of the transaction Despegar will become a privately-held company, its ordinary shares will be delisted from the New York Stock Exchange and it will no longer be listed on any public market. The transaction introduces a significant and compelling addition to Prosus's Latin America ecosystem, which, post-transaction, will expand to serve over 100 million customers across local e-commerce, travel, and fintech sectors. Under the terms of termination, under certain specified circumstances, Despegar will be required to pay Parent a termination fee of $49,600,000 (the ?Despegar Termination Fee?) upon or following the termination of the Merger Agreement; and Parent will be required to pay Despegar a termination fee of $66,100,000 (the ?Parent Termination Fee?) following the termination of the Merger Agreement.

The transaction is currently subject to the approval of Despegar?s shareholders, the receipt of required regulatory clearances, and other customary closing conditions. Despegar?s Board of Directors has approved the Agreement and has resolved to recommend that Despegar shareholders vote in favor of the adoption of the Agreement and the approval of the merger contemplated thereby. This approval follows the unanimous recommendation of a transaction committee of the Board of Directors comprised solely of independent directors that was formed in connection with the transaction (the ?Transaction Committee?). The transaction is not subject to a financing condition. Through this acquisition, Prosus plans to create synergies between Despegar and its other regional businesses, such as iFood, Latin America's leading food delivery platform with 60 million customers per year, and Sympla, a prominent events platform. The transaction is currently expected to close in Q2 2025.

Fried Frank acted as counsel to Goldman Sachs as financial advisor and fairness opinion provider to transaction committee of the Board of Directors of Despegar.com. George Karafotias and Sean Skiffington, Alan Goudiss, Roberta Cherman and Lona Nallengara, John Cannon, JB Betker, Jessica Delbaum, Larry Crouch and Lorenz Haselberger and Helen Christakos of Allen Overy Shearman Sterling LLP is serving as legal counsel to Despegar. Morgan Stanley & Co. International PLC served as exclusive financial advisor with Louis Goldberg and Lee Hochbaum, Jennifer S. Conway, Andrew H. Braid, David H. Schnabel, Jürgen Schindler and Ronan P. Harty, Frank J. Azzopardi, of Davis Polk & Wardell LLP serving as legal advisor to Prosus on the transaction. Members of the Davis Polk team are based in the New York and Brussels offices. Innisfree M&A Incorporated acted as information agent to Despegar.com in the transaction and received a fee of approximately $20,000 for service rendered. Despegar has agreed to pay Goldman Sachs a transaction fee of approximately $24 million, all of which is contingent upon the consummation of the Merger.