Thomas Cook merger event

3
Chronology of subsequent events: February 7, 2014 TCIL and TCISIL executed the SSA with Sterling for the allotment and subscription of Equity Shares amounting to 22.86% of the Emerging Share Capital. TCIL, TCISIL, and the Sellers execute the SPA for the purchase of up to 19.94% of the Emerging Share Capital. The board of directors of TCIL, TCISIL, and Sterling approved the Scheme Public Announcement of the Open Offer (under the Takeover Code); February 10, 2014 The Parties issued a detailed public statement. February 10 - 21, 2014 TCISIL acquired a cumulative of 10.41% of the Emerging Share Capital through multiple purchases on the open market. February 14, 2014 Travel Corporation acquired 1.66% of the Emerging Share Capital of Sterling through purchases on the open market. The Parties provided CCI with notice of the Merger / Demerger as a proposed combination agreement, for its approval. February 24, 2014 Offer Letter (under the Takeover Code) filed with SEBI. March 5, 2014 CCI granted approval for the Deal. March 14, 2014 Sterling allotted Equity Shares constituting 22.86% of the Emerging Share Capital to TCISIL pursuant to the SSA. April 29, 2014 TCISIL acquired 6.80% of the Emerging Share Capital from some of the Sellers pursuant to the SPA via a block trade on BSE. May 21, 2014 CCI imposed a penalty of INR 100 Million on TCIL and TCISIL for the open market purchases carried out between the 10th and 12th

description

Thomas Cook and Sterling holiday merger

Transcript of Thomas Cook merger event

Page 1: Thomas Cook merger event

Chronology of subsequent events:

February 7, 2014 TCIL and TCISIL executed the SSA with Sterling for the allotment and subscription of

Equity Shares amounting to 22.86% of the Emerging Share Capital. TCIL, TCISIL, and the Sellers execute the SPA for the purchase of up to 19.94% of the

Emerging Share Capital. The board of directors of TCIL, TCISIL, and Sterling approved the Scheme Public Announcement of the Open Offer (under the Takeover Code);

February 10, 2014 The Parties issued a detailed public statement.

February 10 - 21, 2014 TCISIL acquired a cumulative of 10.41% of the Emerging Share Capital through multiple

purchases on the open market.

February 14, 2014 Travel Corporation acquired 1.66% of the Emerging Share Capital of Sterling through

purchases on the open market. The Parties provided CCI with notice of the Merger / Demerger as a proposed combination

agreement, for its approval.

February 24, 2014 Offer Letter (under the Takeover Code) filed with SEBI.

March 5, 2014 CCI granted approval for the Deal.

March 14, 2014 Sterling allotted Equity Shares constituting 22.86% of the Emerging Share Capital to TCISIL

pursuant to the SSA.

April 29, 2014 TCISIL acquired 6.80% of the Emerging Share Capital from some of the Sellers pursuant to

the SPA via a block trade on BSE.

May 21, 2014 CCI imposed a penalty of INR 100 Million on TCIL and TCISIL for the open market

purchases carried out between the 10th and 12th of February, 2014.

May 30, 2014 TCISIL along with TCIL and Travel Corporation (as Persons Acting in Concert) made a

mandatory Open Offer under the Takeover Code to acquire 26% of the Emerging Share Capital.

June 12, 2014 Open Offer concluded. TCISIL acquired only 0.01% of the Emerging Share Capital.6

July 31, 2014

Page 2: Thomas Cook merger event

TCIL, TCISIL and Sterling filed the Scheme before the Bombay High Court and Madras High Court for approval.

September 03, 2014 TCISIL acquired 13.14% of the Emerging Share Capital pursuant to the SPA through an off-

market transfer.

The preceding events had a major impact on Thomas Cook India Share prices with the price almost tripling. The share price increase is mainly accredited to focus on core competencies, inorganic growth through acquisitions and influence of the performance in Europe.

The biggest deals post the merger were acquisitions of Luxe Asia and Kuoni. Thomas Cook went on to buy Kuoni for 535crs on Aug 8th 2015. Sterling Holiday Resort, a company that was part of the acquisition, went on to acquire niche companies. It recently acquired Nature Trail Resorts on 26 th Oct 2015 to expand its adventure tourism. Though Thomas Cook has enjoyed success post the merger, there are concerns that it might be wobbled by the Chinese company Fosun International.