Yatra to merge with Terrapin 3 Acquisition Corporation

Online travel aggregator Yatra has entered into a merger agreement with NASDAQ-listed Terrapin 3 Acquisition Corporation (TRTL) to combine in a transaction that values Yatra at an enterprise value of $218 million, a company statement said.

Terrapin is a special purpose acquisition company formed for the purpose of effecting a merger, acquisition, or similar business combination. 

“Yatra will be the surviving company in the transaction and intends to be listed on the NASDAQ Stock Market under the symbol ‘YTRA’ following completion of the transaction,” the statement said, adding that the combined company will continue to be led by Yatra's Chief Executive and co-founder Dhruv Shringi.

TRTL raised $212.75 million in its IPO, which is now held in a trust account.  MIHI LLC, an affiliate of Macquarie Capital has committed to purchase an additional $20 million of TRTL equity as part of the transaction. 

“Under the terms of the proposed transaction, it is estimated that the current shareholders of Yatra will continue to own at least 35 per cent of the issued and outstanding shares in the combined company,” it added.

The first $100 million of cash (including MIHI's $20 million forward purchase) will be allocated entirely to the combined company's balance sheet and to pay transaction expenses.  Any amount greater than $100 million available from TRTL will then be allocated 80 per cent to current Yatra shareholders and 20 per cent as cash to the combined company's balance sheet.  Cash payments to current Yatra shareholders will be capped at $80 million. 

In addition, existing shareholders of Yatra may receive additional consideration of up to $35 million upon the achievement of certain financial objectives during the 18 months after closing.

"We are excited to partner with TRTL in a transaction that we believe will enable Yatra to continue its growth as a new public company. This transaction gives us substantial additional resources to support our growth and the continued improvement of our integrated online and mobile platforms,” Shringi said.

He added that the company is looking forward to expanding its already extensive network of domestic and international partnerships with hotels, airlines, car services, and tour package promoters, as well as further strengthening our brand presence and technology platform."

 Yatra's current key investors include leading US and Indian venture capital firms and Indian strategic investors. This group will continue to own approximately a third or more of Yatra upon the consummation of the business combination.

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