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NASPERS LIMITED - Prosus to acquire Latin Americas Leading Online Travel Agency, Despegar, for US$1.7bn

Release Date: 23/12/2024 13:30
Code(s): NPN     PDF:  
Wrap Text
Prosus to acquire Latin America’s Leading Online Travel Agency, Despegar, for US$1.7bn

Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE share code: NPN ISIN: ZAE000325783
(Naspers)

Prosus to acquire Latin America's Leading Online Travel Agency, Despegar, for US$1.7bn

Prosus, a global technology company, today announces that it has entered into a definitive
agreement to acquire Despegar (NYSE: DESP) a leading Latin American Online Travel
Agency (OTA), for $19.50 per share, equating to a 33% premium to the closing share price
as of 20 December 2024, and a 34% premium to Despegar's 90-day VWAP (volume
weighted average price). The proposed transaction was approved by Despegar's board of
directors, who recommended that Despegar shareholders vote in favour of the proposed
transaction following the unanimous recommendation by a transaction committee.

The transaction introduces a significant and compelling addition to Prosus's Latin America
ecosystem, which, post-transaction, will expand to serve over 100 million customers across
local e-commerce, travel, and fintech sectors.

Fabricio Bloisi, CEO of Prosus Group said:

"This acquisition is a clear demonstration of our strategy to build value by creating a high-
quality ecosystem of complementary businesses. Despegar is a highly profitable company,
with an attractive market position, and an experienced management team – making it a
natural addition to our presence in Latin America. We will accelerate Despegar's growth by
leveraging the extensive customer touchpoints within our portfolio, along with our
operational expertise and advanced AI capabilities."

Damián Scokin, CEO of Despegar said:

"This is an exciting development that delivers a great outcome for Despegar stakeholders.
The transaction represents significant value for our stockholders, and I am convinced that
Prosus is the ideal partner to drive our next phase of growth. For our customers, this means
access to an expanded portfolio of services, better experiences, greater loyalty benefits and
more complete solutions tailored to their needs. Prosus has a proven track record of
building leading tech businesses across the world, and their deep understanding of the Latin
American ecosystem uniquely positions them to drive our next phase of growth."

Despegar operates in over 19 Latin American markets, serving customers through two
primary business models: an omnichannel B2C platform that connects with users via the
web, mobile app, and conversational channels powered by the company's AI assistant,
Sofia; and a rapidly expanding B2B segment that offers white-label solutions to partners
such as banks, airlines, and retailers.

Over the past two decades, Despegar has developed and grown into a sector leader with a
proven and scalable business model. The company handles over 9.5 million transactions
annually, generating $5.3 billion in gross bookings, $706 million in revenue, and delivering
a reported EBITDA of $116 million based on its full-year 2023 results.

Founded in Argentina in 1999, the business scaled and expanded throughout the region
before listing on the New York Stock Exchange in 2017. Despegar has become the most
recognised travel brand in Latin America and its Decolar brand is the most recognised brand
in its largest market, Brazil.
Prosus sees significant potential in leveraging its extensive consumer ecosystem in the
region to drive user growth and engagement on Despegar, while introducing new products
and services to enhance the platform's value proposition over time.

Through this acquisition, Prosus plans to create synergies between Despegar and its other
regional businesses, such as iFood, Latin America's leading food delivery platform with 60
million customers per year, and Sympla, a prominent events platform.

Fabricio Bloisi added:

"Latin America is a market we know and understand well, with real GDP growth of 2-3%
expected next year and promising medium to long-term prospects. Coupled with that,
online travel is expanding significantly around the world and the opportunities in the Latin
America region give us confidence that we can work with Despegar to take the business to
the next level. This investment will serve as a powerful example of how we can build value
by integrating businesses into our ecosystem, driving growth, innovation, and lasting
impact."

The transaction has been entered into on terms and conditions customary for transaction of
this nature, and is subject to the customary closing conditions, including approval by
Despegar shareholders and the receipt of necessary regulatory approvals and is expected to
close in Q2 2025. The purchase consideration will be funded from existing cash resources.

Morgan Stanley & Co. International PLC is serving as exclusive financial advisor to Prosus;
Davis Polk is serving as legal counsel to Prosus. Goldman Sachs & Co. LLC is serving as
exclusive financial advisor to the transaction committee; A&O Shearman is serving as legal
counsel to Despegar.

Cape Town, South Africa
23 December 2024

JSE sponsor to Naspers
Investec Bank Limited

Enquiries

Eoin Ryan
                                                                        Tel: +1 347 210 4305
Head of Investor Relations
Email: eoin.ryan@prosus.com

Nicola McGowan
                                                                        Tel: +44 7563 257 245
Chief Communications Officer
Email: nicola.mcgowan@prosus.com

Sibusiso Tshabalala
                                                                        Tel: +27 81 431 4855
Head of Communications, South Africa
Email: sibusiso.tshabalala@naspers.com


About Naspers

Established in 1915, Naspers has transformed itself to become a global consumer internet company and one of the largest technology investors
in the world. Through Prosus, the group operates and invests globally in markets with long-term growth potential, building leading consumer
internet companies that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam, and a secondary listing
on the Johannesburg Stock Exchange and Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the technology sector and is committed to building its internet and ecommerce
companies. These include Takealot, Mr D Food, Autotrader, Property24 and PayU, in addition to Media24, South Africa's leading print and digital
media business.

Naspers has a primary listing on the Johannesburg Stock Exchange (NPN.SJ) and a secondary listing on the A2X Exchange (NPN.AJ) in South Africa
and a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter basis in the US.

For more information, please visit www.naspers.com..

Naspers Labs

In 2019, Naspers Labs, a youth development programme designed to transform and launch South Africa's unemployed youth into economic
activity, was launched. Naspers Labs focuses on digital skills and training, enabling young people to pursue tech careers.

About Prosus

Prosus is a global technology company, unlocking an AI-first world for our 2 billion customers. With investments in more than 100 companies
across the world, we are building local ecommerce champions in growth markets.

With leading positions in Food Delivery, Classifieds and Fintech, Prosus has created its own unique technology ecosystem, driving innovation,
knowledge sharing and growth across our portfolio.

Through the Prosus Ventures team, the group invests in new technology growth opportunities within AI, social and ecommerce platforms, fintech,
B2B software, logistics, health, blockchain, agriculture and more.

The team actively backs exceptional entrepreneurs who are using technology to improve people's everyday lives.

To find out more, please visit www.prosus.com.

Date: 23-12-2024 01:30:00
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