- HotelPlanner and Reservations.com, industry leaders in travel
technology and online hotel bookings, today announced a three-way
merger agreement with Astrea Acquisition Corp. (NASDAQ: ASAXU), a
special purpose acquisition company, that will result in their
combining as a publicly listed company on NASDAQ under the new
ticker symbol “HOTP.”
- The combined company will keep the HotelPlanner name after
consummation of the merger. HotelPlanner, with its family of brands
including HotelPlanner.com, Meetings.com and now Reservations.com,
will offer individual, group and corporate booking access to more
than 1 million global properties, enabled by a proprietary,
cloud-based, artificial intelligence technology platform, and a
24/7 global gig-based customer service platform.
- The merger transaction is expected to enable HotelPlanner to
transform into a diversified hotel and event booking platform with
complementary revenue streams, and provide the combined company
opportunities to realize multiple revenue and cost synergies to
drive faster growth at scale.
- HotelPlanner was able to prove its resilience during the height
of the pandemic in 2020, experiencing only an estimated 23% decline
in revenue. By contrast, the world’s largest OTAs experienced a
2020 revenue decline of approximately 50%. Moreover, HotelPlanner
expects its 2021 revenue to exceed 2019 revenue, which was a record
year, by approximately 31%.
- The combined company has a forecasted 2022 revenue of
approximately $170 million and is expecting a three-year revenue
CAGR (2020 to 2023) of approximately 42%.
- The transaction values the combined company at an enterprise
value of $567.1 million, plus additional consideration should it
achieve market-based milestones.
- HotelPlanner intends to use most of the anticipated net
proceeds to accelerate organic growth by continuing to increase
effectiveness in marketing spending, and accelerating investments
in artificial intelligence, machine learning, onboarding of
gig-based travel agents, innovations and API services. HotelPlanner
also plans to seek growth through potential future acquisitions in
adjacent or complementary markets.
- An investor webcast and conference call will be held on August
10, 2021 at 8:00 am ET.
HotelPlanner, a hotel and event booking technology platform,
Reservations.com, a premier online travel agency, and Astrea
Acquisition Corp. (NASDAQ: ASAXU), a publicly traded special
purpose acquisition company, announced today that they have entered
into a definitive three-way merger agreement for a business
combination. Through this transaction, HotelPlanner, with its
family of brands including Meetings.com and Reservations.com, plans
to leverage its 1+ million hotel room and alternative accommodation
inventory and proprietary booking engine to unlock synergies across
the travel ecosystem. The transaction is expected to position the
combined company to capitalize on expected increased demand for
individual, group, and corporate travel and to invest to drive
accelerated growth, expand internationally and pursue attractive,
well-timed, high-return M&A opportunities. Upon completion of
the business combination, which is expected to occur in the fourth
quarter of 2021, the combined travel technology company will
operate as HotelPlanner, and will be listed on NASDAQ under the new
ticker symbol “HOTP.”
A key business differentiator is HotelPlanner’s ability to
deliver unique “Closed User Group” rates to customers. Closed User
Group discounted rates are offered in unpublished, private sale
environments and are available to members within groups such as
weddings, reunions, tour groups, pro and amateur sports teams and
leagues, private clubs, associations, business meetings and
corporate travel. Closed User Group rates are complementary, not
competitive, with Online Travel Agencies (OTAs) and deliver a
larger proportion of higher-margin “Merchant of Record”
transactions with fewer cancellations.
“As worldwide leisure and business travel demand rebounds in the
coming months and years, we are in a prime position to rapidly grow
our user base and revenue,” said Tim Hentschel, Co-Founder and CEO
of HotelPlanner. “We see opportunities for accelerating growth both
in the U.S. and globally as we unite two of the largest online
booking websites on one highly efficient tech-forward platform, and
combine it with the power of our Closed User Group rates.
HotelPlanner is a dynamic and cycle-tested company with proven
management, scalable proprietary technology, strong profitability,
and preferred partnerships built over nearly two decades with
50,000 individual hotels, plus access to more than 1 million
accommodation options we make available to our customers. Our
technology investments have enabled us to remain ahead of the curve
in the rapidly changing travel industry. Reservations.com is a
leading global hotel booking website, with more than 1 million
stays booked each year. Together, with our combined user base,
global gig-based travel agents, brand reach, organizational
efficiencies, and significant capital, we are in a prime position
to shape the future of online travel booking.”
Felipe Gonzalez, CEO of Astrea Acquisition Corp., said “We are
thrilled to partner with HotelPlanner and Reservations.com. We
analyzed a lot of companies as part of our investment process, and
HotelPlanner stood out to us as a unique platform with tremendous
potential to benefit from access to public markets. In its nearly
two-decade run, HotelPlanner.com has proven to be one of the most
innovative, successful, and resilient travel technology companies
in the industry, with steady growth nearly every year. In 2020,
they successfully navigated through the pandemic and are now
positioned to capitalize on the increasing demand for global
travel. The combined HotelPlanner is on track to achieve record
revenue in 2021, and we believe this transaction will provide the
scale and capital to help further accelerate their growth
trajectory and deliver exceptional shareholder value for decades to
come.”
HotelPlanner.com
HotelPlanner.com launched in 2004 with a simple yet profound
idea: to fundamentally transform the hotel booking space. Through
organic growth and strategic acquisitions, HotelPlanner has
consistently grown revenues and successfully managed through the
COVID-19 pandemic, and is expected to be on pace to hit record
revenues in 2021. Based on gross booking volume as of July 31,
2021, HotelPlanner is one of the world’s largest global providers
of online group hotel bookings and a leading provider of individual
hotel bookings.
Meetings.com
In 2013, HotelPlanner.com acquired Meetings.com, which
successfully diversified the growing company into the online
meeting and event booking market. Meetings.com focuses on business
travel and helping corporate event planners book meeting space plus
hotel rooms. Through direct relationships with leading meeting and
banquet venues around the world, Meetings.com quickly finds clients
the perfect space for the best value.
Reservations.com
Reservations.com launched in 2014 and has quickly grown into one
of the most recognized hotel booking brands in the U.S., with more
than 1 million hotel stays booked on their site in 2019. Led by an
experienced management team of hospitality and technology industry
veterans, Reservations.com offers competitive deals to leisure and
business travelers.
Once combined with HotelPlanner, Reservations.com will continue
to scale its platform to provide a highly personalized booking
experience by utilizing HotelPlanner’s global gig-based customer
service platform. Additionally, the shift of Reservations.com’s
offline bookings to HotelPlanner’s higher margin Closed User Group
rates is expected to create additional revenue opportunities.
Transaction Overview
The transaction implies a pro forma company’s enterprise value
of $567.1 million, or 3.3x HotelPlanner’s estimated 2022 revenue of
approximately $170 million, and an implied equity market
capitalization of approximately $687.9 million. The transaction is
expected to provide HotelPlanner with more than $120 million in
cash proceeds to its balance sheet, assuming no redemptions, to
drive business performance and accelerate organic growth through
investments and technology developments in artificial intelligence,
machine learning, onboarding of gig-based travel agents,
innovations and API services, and selective acquisitions.
Existing HotelPlanner and Reservations.com owners have agreed to
roll-over approximately 93% of its ownership and expect to retain
approximately 68% ownership following consummation of the business
combination. Secondary proceeds of $35 million are primarily
intended to effectuate the transaction between Reservations.com and
HotelPlanner.
The transaction will require the approval of the stockholders of
Astrea, and is subject to other customary closing conditions,
including the receipt of certain regulatory approvals. The
transaction is expected to close in the fourth quarter of 2021.
Additional information about the transaction, including a copy
of the investor presentation that will be used by the parties to
describe the transaction during the conference call discussed
below, will be provided in a Current Report on Form 8-K to be filed
by Astrea with the Securities and Exchange Commission (“SEC”) and
available at www.sec.gov.
Management and Board of Directors
Upon completion of the transaction, the management of the
combined company will be led by Tim Hentschel, HotelPlanner’s
Co-Founder & CEO, who will also serve as Chairman of the Board
of Directors, and HotelPlanner’s Co-Founder John Prince, who will
serve as Chief Information Officer. The senior management team will
also include Joe Groglio, Chief Financial Officer, Bruce Rosenberg,
Chief Operating Officer, Leticia Piloto-Rodriguez, Chief Legal
Officer, and Philip Ballard, Chief Communications Officer &
Head of Investor Relations.
Reservations.com Co-Founders Yatin Patel and Mahesh Chaddah will
also become part of HotelPlanner’s management team and will be
instrumental to the merged company going forward.
Upon completion of the transaction, the surviving company’s
non-employee Board of Directors is expected to also include:
- Gianno Caldwell, Fox News political analyst
- Jeff Goldstein, former President of Pricegrabber
- Dieter Huckestein, former Chairman/CEO of Conrad Hotels and
former Chairman of the American Hotel & Lodging
Association
- Mohsen Moazami, former President of Cisco Systems
- Dylan Ratigan, former MSNBC host of “The Dylan Ratigan
Show”
- Kate Walsh, Dean of the Cornell University School of Hotel
Administration
- Jim Wilkinson, Chairman/CEO, TrailRunner International
Tim Hentschel, John Prince, Yatin Patel, and Mahesh Chaddah will
also serve on the Board.
Advisors
EarlyBirdCapital, Inc. are serving as financial advisor to
Astrea Acquisition Corp and Graubard Miller as its legal
advisor.
Perella Weinberg Partners are serving as financial advisor to
HotelPlanner, and Gunster Yoakley & Stewart, P.A. and Latham
& Watkins LLP as legal advisors to HotelPlanner.
Katz Teller Brant & Hild, LPA and Stradley Ronan Stevens
& Young, LLP are serving as Reservations.com’s legal
advisors.
Investor Webcast and Conference Call
HotelPlanner, Reservations.com, and Astrea Acquisition Corp.
will host a joint investor webcast and conference call to discuss
the proposed transaction on Aug 10, 2021, at 8:00 am ET. A link to
the webcast will be available on the Company’s website at
hotelplanner.com/investors.
To listen to the prepared remarks via telephone, dial
1-877-300-8521 (U.S.) or 1-412-317-6026 (international) and an
operator will assist you. A webcast replay will also be available
on the Company’s website at the same link as above.
Astrea Acquisition Corp. will file an investor presentation with
the SEC at the time of the webcast related to the proposed
transaction.
Additional Information and Where to Find It
The transaction referred to in this press release, as well as
detailed financial and business information concerning HotelPlanner
and Reservations.com and other information will be contained in
proxy materials to be filed with the SEC by Astrea Acquisition
Corp., and definitive proxy materials will be sent to all Astrea
shareholders. Before making any voting decision, Astrea’s
stockholders are urged to carefully review the proxy materials and
all other relevant documents filed with the SEC in connection with
the proposed transaction as they become available.
Investors and security holders will be able to obtain free
copies of the proxy materials and all other relevant documents
filed or that will be filed by the SEC by Astrea through the
website maintained by the SEC at www.sec.gov. Copies of the proxy
materials can also be obtained, when available, without charge,
from HotelPlanner’s website at http://www.hotelplanner.com and
https://www.astreaacquisitioncorp.com/.
Participants in the Solicitations
Astrea, HotelPlanner, Reservations.com and certain of their
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Astrea’s
shareholders in connection with the proposed transaction. You can
find more information about Astrea’s directors and executive
officers in Astrea’s final prospectus dated February 3, 2021 and
filed with the SEC on February 4, 2021. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included
in the proxy statement when it becomes available. Shareholders,
potential investors and other interested persons should read the
proxy statement carefully when it becomes available before making
any voting or investment decisions. You may obtain free copies of
these documents from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between HotelPlanner, Reservations.com and
Astrea Acquisition Corp., including statements regarding the
anticipated benefits of the transaction, the anticipated timing of
the transaction, future financial condition and performance of
HotelPlanner and Reservations.com and expected financial impacts of
the transaction (including future combined revenue, equity value
and cash balance), the satisfaction of closing conditions to the
transaction, the level of redemptions of Astrea’s public
stockholders and the products and markets and expected future
performance and market opportunities of HotelPlanner and
Reservations.com.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Astrea’s securities, (ii) the risk that the transaction may not
be completed by Astrea’s business combination deadline and the
potential failure to obtain an extension to the business
combination deadline if sought by Astrea, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the approval of the merger agreement by the stockholders
of Astrea, the satisfaction of the minimum trust account amount
following any redemptions by Astrea’s public stockholders and the
receipt of certain governmental and regulatory approvals, (iv) the
lack of a third party valuation in determining whether or not to
pursue the proposed transaction, (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement, (vi) the effect of the
announcement or pendency of the transaction on the business
relationships, operating results, and business generally of
HotelPlanner and Reservations.com, (vii) risks that the proposed
transaction disrupts current plans and operations of HotelPlanner
and/or Reservations.com, (viii) the outcome of any legal
proceedings that may be instituted against HotelPlanner,
Reservations.com, or Astrea related to the merger agreement or the
proposed transaction, (ix) the ability to maintain the listing of
Astrea’s securities on NASDAQ or another national securities
exchange, (x) changes in the competitive and regulated industries
in which HotelPlanner and Reservations.com operate, variations in
operating performance across competitors, changes in laws and
regulations affecting the business of HotelPlanner and
Reservations.com and changes in the combined capital structure,
(xi) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, (xii) the risk of
downturns and a changing regulatory landscape in the highly
competitive online travel booking industry, and (xiii) costs
related to the transaction and the failure to realize anticipated
benefits of the transaction or to realize projected results and
underlying assumptions, including with respect to anticipated
shareholder redemptions.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the proxy
materials discussed above, and other documents filed by Astrea from
time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and HotelPlanner,
Reservations.com, and Astrea assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable law. None of HotelPlanner,
Reservations.com, or Astrea gives any assurance that HotelPlanner,
Reservations.com, or Astrea, or the combined company, will achieve
its expectations.
About HotelPlanner
HotelPlanner is a leading travel technology company that
combines proprietary artificial intelligence capabilities with a
24/7 global gig-based reservations and customer service network.
HotelPlanner travel agents can customize all traveler hotel &
accommodation needs from a single platform while providing
localized advice. HotelPlanner is one of the leading providers of
individual, group and corporate travel bookings, specializing in
unique “Closed User Group” discounted rates offered in unpublished
private sale environments. Founded in 2004, HotelPlanner has
enduring partnerships with many of the world’s largest OTAs,
well-known hotel chains, individual hotels, online wedding
providers, ancillary lodging providers, corporations, professional
and amateur sports teams and franchises, universities and
government agencies.
For more information, please visit www.hotelplanner.com
About Reservations.com
Reservations.com is an award-winning online travel company on a
mission to bring the human-touch back to travel. Founded in 2014
with a focus on helping consumers create memorable travel
experiences, Reservations.com has experienced rapid growth.
Reservations.com's user-friendly website offers unparalleled
visibility into hotels, including: descriptions, pricing
information, and reviews of nearly 500,000 properties globally. The
company is on a journey to enable customers to not only reserve
hotels, but to create memories.
For more information, please visit www.reservations.com.
About Astrea Acquisition Corp.
Astrea Acquisition Corp. (NASDAQ: ASAXU) is a blank check
company organized for the purpose of effecting a merger, capital
stock exchange, asset acquisition or other similar business
combination with one or more businesses or entities. While we
intend to evaluate opportunities in many industries, we are
targeting technology-enhanced high-growth companies that have clear
differentiated business models suited for disruption in their
sectors. The diverse experience, extensive relationship network,
and successful SPAC experience of our management team and board of
directors make Astrea an ideal partner for businesses that have the
potential to become outstanding public companies.
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Investors For HotelPlanner:
ICR – investors@hotelplanner.com For Astrea Acquisition Corp.:
info@astreaacquisitioncorp.com
Media For HotelPlanner: ICR
– media@hotelplanner.com For Astrea Acquisition Corp.:
info@astreaacquisitioncorp.com
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