Execution of transaction documentation for the sale and purchase of 100% of shares in Invia Group SE and disclosure of delayed confidential information
Current Report No. 23/2024 dated 23 December 2024
Execution of transaction documentation for the sale and purchase of 100% of shares in Invia Group SE and disclosure of delayed confidential information
Legal basis: Article 17, sec. 1 and 4 of MAR
Content of the report:
Management Board of Wirtualna Polska Holding S.A. ("Issuer", "WPH", "Company") hereby announces that it has been informed of the execution on 23 December 2024 of transaction documentation concerning the acquisition from European Bridge Travel a.s. ("EBT") by Wirtualna Polska Media S.A. ("WPM"), a subsidiary of the Issuer, of 100% of shares in Invia Group SE with its registered office in Prague, Czech Republic, ID No: 037 61 819 ("Invia"). The other parties to the transaction documentation are Rockaway Group a.s. and CITIC Europe Holdings a.s., who are guarantors of EBT's obligations resulting from the sale of Invia shares ("Transaction").
On the closing date of the Transaction, upon fulfillment of the conditions precedent:
- WPM will acquire 10 shares in Invia, representing 100% of the share capital of Invia; and
- all loans granted by EBT to Invia (the "Existing Debt") will be repaid. The Existing Debt will be repaid from the proceeds of the intra-group loan granted by WPM.
The purchase price for Invia shares and the Existing Debt as at the date of the Transaction amount to EUR 239.7 million in total, including value of Existing Debt of EUR 53.1 million. The price may be adjusted in a manner typical for company acquisition transactions for the net cash increment until the date of closing of the Transaction or for the outflow of cash from the company (leakage) ("Total Transaction Value"). The Total Transaction Value will be paid on the date of closing of the Transaction.
The closing of the Transaction is subject to the fulfilment of conditions precedent in the form of:
- obtaining a decision of the President of the Office of Competition and Consumer Protection granting consent for the concentration; and
- obtaining the consent of the Shanghai United Assets and Equity Exchange, approving the purchaser of Invia shares under the procedure for the sale of assets of the People's Republic of China.
The remaining terms of the Transaction do not differ from other customary terms for this type of transaction.
The Issuer informs that it intends to finance the Total Transaction Value with a bank loan. The Company has obtained senior commitment letters from a consortium of banks regarding new financing up to PLN 1.1 billion and EUR 101 million, including refinancing of the Issuer's current debt ("Financing").
In separate reports, the Issuer will confirm the fulfilment of the conditions precedent of the Transaction, its closing, determination of the final Total Transaction Value, and conclusion of agreements regarding the Financing.
The Invia Group operates leading package holiday booking platforms in the DACH region (Ab-in-den-Urlaub.de, Fluege.de), Poland (Travelplanet.pl), the Czech Republic (Invia.cz), Slovakia (Invia.sk) and Hungary (Invia.hu). In the 12-month period ended September 2024, Invia group generated approx. EUR 183 million in sales revenue and approx. EUR 37 million in adjusted EBITDA.
Invia has the following subsidiaries: Invia.cz, a.s., Invia services s.r.o., Invia International, a.s., Invia Travel Holding s.r.o., Invia Travel s.r.o., Invia Flights Holding s.r.o., Invia Flights s.r.o., Invia Services Holding s.r.o., Invia Services Germany s.r.o., Mondosa, a.s., Invia.sk, s.r.o., Invia.hu Kft, Travelplanet.pl S.A., Invia Flights Germany GmbH, Aeruni GmbH, Invia Travel Germany GmbH, Tourini GmbH, Invia SSC Germany GmbH, Invia Versicherungsvermittlungs GmbH and Invia Payment GmbH.
At the same time, the Company, acting under Article 17, section 1 of MAR, hereby provides delayed confidential information regarding the determination of the main structural conditions of the Transaction, obtaining a commitment from the financing banks regarding the Financing and the adoption by the Supervisory Board of the Company on 25 November 2024 of a resolution on giving consent to the Transaction and the Financing ("Confidential Information").
Content of the delayed confidential information:
"The Management Board of WPH announces that, on 25 November 2024, it decided to delay the publication of confidential information on the establishment of the main structural conditions of the Transaction, obtaining a commitment from financing banks regarding the Financing and the adoption by the Supervisory Board of a resolution on the consent to the Transaction and Financing."
At the same time, the Management Board of the Company states that the establishment of the main structural conditions of the Transaction did not mean that the Company or WPM assumed legally binding obligations. The commercial terms were negotiated between the parties to the Transaction until the execution of the final transaction documentation; therefore, the Company was not certain whether the Transaction would be completed, which was the reason for delaying the publication of the Confidential Information.
In the Issuer's opinion, the disclosure of information on the establishment of the main structural conditions of the Transaction could have violated the legitimate interests of the Issuer and adversely affected its negotiating position before the conclusion of the final and binding documentation regarding the implementation of the Transaction and could have misled market participants.
The direct reason for the disclosure of the delayed Confidential Information by the Company was WPM’s execution of binding documentation relating to the Transaction.
Legal basis:
Article 17, sec. 1 and 4 of European Parliament and Council Regulation No 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC
Signatures of the representatives of the Company:
Jacek Świderski – President of the Management Board/CEO,
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO