Amadeus has signed agreements to acquire 68.5% of i:FAO from, inter alia, Mr Louis Arnitz, Chief Executive Officer of i:FAO Group and other major shareholders, through a tender offer addressed to 100% of the company’s shareholders, conditional upon acceptance by a minimum of 75% of i:FAO’s shareholders and regulatory approvals.
The tender offer price is €15.00 per share, resulting in an enterprise valuation of €67.2 million for i:FAO Group.
I:FAO’s acquisition will allow Amadeus to deliver an innovative and attractive end-to-end solution to corporations, including Expense Management.
April 3, 2014: Amadeus, the leading technology partner to the travel industry, today announced its intention to acquire i:FAO through a tender offer process, conditional upon acceptance by a minimum of 75% of shareholders and regulatory approvals. Mr Louis Arnitz, the Chief Executive Officer of i:FAO Group, and other major shareholders have committed to sell their shares into the tender offer to be launched by Amadeus. In total, Amadeus has secured 68.5% of i:FAO’s share capital in the form of irrevocable undertakings to tender. i:FAO Group is a leading provider of travel management technology solutions for corporations in Germany and is traded on the Frankfurt Stock Exchange.
“This deal extends our reach and further develops our offering in a key area, and will significantly increase our growth opportunities in the Corporate Travel IT business”, said Holger Taubmann, Senior Vice President, Distribution, at Amadeus. “Corporations are one of the biggest consumers of travel services, and they account for about 45% of all trips made worldwide. The Corporate Travel IT business - focused on providing corporations with applications to help automate travel policy, handle their booking flow and simplify the travel expense claim process – is currently estimated at around €2 to €3 billion a year, with significant growth expected over the next years”.
“Since 1998, i:FAO has developed into a leading Corporate Travel IT company in the German speaking countries – Germany, Austria, Switzerland –, with a growing presence in the United Kingdom, Scandinavia and Central Europe”, said Mr Louis Arnitz, Founder and Chief Executive Officer of i:FAO Group. “Our experience, though, tells us that, more and more, global end-to-end travel IT solutions are critical for big multinational corporations’ requirements. Becoming part of a truly global leader in the travel industry with Amadeus, will allow us to develop the ability to meet our customers’ requirements worldwide.”
I:FAO Group, headquartered in Frankfurt and with its main development sites in Sofia (Bulgaria), has a significant presence in the German Corporate Travel IT market through its flagship cytric solution, which has an open and flexible architecture that allows easy customization to specific clients requirements. i:FAO will bring established relationships with blue-chip corporate customers. As a result of the deal, around 170 professionals, including i:FAO Group’s executive management team and more than 100 developers will join Amadeus.
In 2013, i:FAO Group obtained revenues of €14.4 million, with a 10.6% increase compared to 2012, and a compound annual growth rate (CAGR) of 11.1% for the 2005- 2013 period. In that same period, EBITDA showed a CAGR of 22.1%. In 2013 EBITDA was €4.6 million and EBITDA margin reached 32%.
Agreement with i:FAO Group shareholders
Amadeus has secured irrevocable undertakings with investors owning 68.5% of i:FAO Group who have committed to sell their shares into the tender offer to be launched by Amadeus. Amadeus intends to set a threshold of a minimum of 75% of the shares being tendered for the deal to be completed. Under the terms of the agreement, Amadeus will pay €15.00 per share with a total enterprise value – after cash adjustments – of €67.2 million.
Notes to the editors:
Amadeus is a leading provider of advanced technology solutions for the global travel industry. Customer groups include travel providers (e.g. airlines, hotels, rail and ferry operators, etc.), travel sellers (travel agencies and websites), and travel buyers (corporations and travel management companies).
The Amadeus group employs around 10,000 people worldwide, across central sites in Madrid (corporate headquarters), Nice (development) and Erding (operations), as well as 71 local Amadeus Commercial Organisations globally.
The group operates a transaction-based business model.
Amadeus is listed on the Spanish Stock Exchange under the symbol “AMS.MC” and is a component of the IBEX 35 index.
To find out more about Amadeus please visit www.amadeus.com
Amadeus IT Group
Tel.: +34 91 582 01 60
The terms and conditions of the takeover offer will be published in the offer document for the takeover offer only after the permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) has been obtained. Investors and holders of i:FAO Shares are strongly advised to read the relevant documents regarding the takeover offer when they become available because they will contain important information.
This announcement is for information purposes only and does not constitute an invitation to make an offer to sell i:FAO Shares nor does it constitute an offer to purchase i:FAO Shares and is not for the purposes of Amadeus or any Amadeus Group company making any representations or entering into any other binding legal commitments. An offer to purchase i:FAO Shares will be solely made by the respective offer document which is to be published only after the permission by BaFin and is exclusively subject to terms and conditions set forth in the offer document.
The terms and conditions contained in the offer document may differ from the general information described in this announcement. Shareholders of i:FAO are strongly recommended to seek independent advice, where appropriate, in order to reach an informed decision in respect of the content of the offer document and with regard to the takeover offer.