The companies agreed to settle any and all disputes
The companies in the settlement agreement have amended certain provisions of the Share Purchase Agreement
Two separate accounting firms will calculate the final price for acquisition
In a statement to the US Securities and Exchange Commission on Thursday, NASDAQ-listed online travel company Yatra said that it has entered into a Settlement and Amendment Agreement with Air Travel Bureau (ATB).
The company said that on October 14, the companies agreed to settle disputes and claims arising from or relating to the certain Share Purchase Agreement among Yatra India, ATB, and the Sellers, dated July 20, 2017. The travel company also said that it is ready to amend certain terms of the Share Purchase Agreement.
In July 2017, Yatra India had entered into a share purchase agreement with Air Travel Bureau Private Ltd and the sellers thereto, pursuant to which the company, through Yatra India, agreed to acquire:
- a majority (50.94%) of the outstanding shares of ATB in exchange for an upfront payment of approximately $7.35 Mn (INR 51 Cr)
- the balance of ATB’s outstanding shares owned by the sellers in exchange for a final payment to be made at a second closing
However, the second closing hasn’t yet happened due to disagreement on the final valuation of the transaction. In June, Air Travel Bureau alleged cheating and criminal breach of trust by Yatra.
Earlier, on May 30, 2019, Yatra India filed a petition with the High Court of Delhi seeking, among other things, interim relief against the complainant. Delhi HC then issued an order granting certain interim relief to Yatra India referring the matter to arbitration and also appointing an arbitrator.
Yatra said that the arbitrator passed an interim order on August 5, 2019, which was then appealed against by the sellers. Under the Settlement Agreement, on October 16, 2019, the Parties filed a joint application with the arbitrator for the recording of the terms of the Settlement Agreement and the withdrawal of the arbitration proceedings.
Further, the parties also filed joint petitions with the High Court of Delhi on October 16, 2019 and October 17, 2019, respectively, (i) to dispose of the appeal filed by the Sellers in terms of the Settlement Agreement and (ii) to quash the First Information Report and all subsequent proceedings arising therefrom.
The companies in the settlement agreement have amended certain provisions of the Share Purchase Agreement governing the determination of the final payment. It also provides for the appointment of a separate accounting firm of chartered accountants for each party. They will jointly prepare and agree with the calculation of the final purchase adjustments necessary to determine the final payment amount and also prepare a joint statement setting forth the final payment amount.
Also, the settlement agreement further provides that pending the determination of the final payment amount, no party shall initiate any legal proceedings or file any complaint with any regulatory or governmental authority with respect to the acquisition.
Founded in August 2006 by Sabina Chopra, Manish Amin and Dhruv Shringi, Yatra provides a full range of travel-related services such as domestic and international air ticketing, hotel booking, homestays, holiday packages, bus ticketing, rail ticketing, activities, attractions and ancillary services.
The company claims to have tie-ups with 70K hotels in India and nearly 800K hotels across the globe. It is backed by IDG Ventures, Vertex Venture Management, Norwest Venture Partners and other investors.
Further, in July, Yatra signed a merger acquisition agreement with Ebix. For the merger, each ordinary share of Yatra will be entitled to receive 0.005 shares of a new class of preferred stock of Ebix. 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.
