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Ebix and Yatra Online, Inc. announced that they have entered into a definitive agreement under which Ebix will acquire Yatra via merger. 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. 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 37c 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 25th 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 25th month after closing. 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 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 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 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.

Ebix, (EBIX) and Yatra Online (YTRA) announced that they have entered into a definitive agreement under which Ebix will acquire Yatra via merger. The companies said, "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 40c to 75c 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."

Ebix (EBIX) chairman, president and CEO Robin Raina commented, "The acquisition of Yatra (YTRA) 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 40c to 75c 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."

Ebix (EBIX) and Yatra Online, Inc. (YTRA) 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 be entitled to receive 0.005 shares of a new class of preferred stock of Ebix. 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. Based on the trailing 15-day volume weighted average price 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 $239M. Ebix will be issuing 243,747 convertible preferred stock, which in turn will be convertible into 4,874,931 shares of Ebix common stock. 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 company said, "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."

Yatra trading halted, news dissemination