Key Highlights:

• Despegar, a global leader in online travel services, and Prosus, a leading global technology company, join forces in an all cash transaction

• Shareholders of Despegar will receive $19.50 per share in cash, which represents an approximately 33% premium over its closing price of $14.65 and a premium of approximately 34% over its 90-day volume weighted average trading price

• The transaction values Despegar at $1.7bn

BRITISH VIRGIN ISLANDS--(BUSINESS WIRE)--Despegar.com, Corp. (NYSE: DESP) ("Despegar" or the "Company"), Latin America's leading travel technology company, today announced that it has entered into a definitive merger agreement ("the Agreement") to be acquired by Prosus (Euronext: PRX), a leading global technology company for $19.50 per share in an all cash transaction (the "Transaction"), representing an enterprise value of approximately $1.7 billion for Despegar.

The transaction price represents a premium of approximately 34% over the volume weighted average price of Despegar's share price for the 90 trading days ending on December 20, 2024.

Despegar's Board of Directors has approved the Agreement and has resolved to recommend that Despegar shareholders vote in favor of the adoption of the Agreement and the approval of the merger contemplated thereby. This approval follows the unanimous recommendation of a transaction committee of the Board of Directors comprised solely of independent directors that was formed in connection with the transaction (the "Transaction Committee").

Prosus has a proven track-record of building leading technology businesses across the world. Despegar will benefit from the significant resources, operational expertise and advanced AI capabilities provided by Prosus.

The transaction underscores Despegar's position as a key market player, highlighting its successful commercial execution, consistent leading innovation and ongoing focus on margin expansion. For more than twenty years Despegar has been a transformative force in the Latin American tourism industry. As part of the Prosus Group, Despegar is poised to accelerate its growth strategy. This strategic move not only enhances Despegar's market presence but also strengthens its ability to innovate and compete.

Damian Scokin, Despegar's CEO said: "We are thrilled about joining the Prosus Group, as it represents a significant step forward in our mission to broaden our market leadership, and expand our services across Latin America. This transaction will enable us to rely on Prosus ́ extensive network of companies and strong balance sheet, accelerating our growth and innovation strategies. The transaction represents significant value for Despegar stockholders and is a testament to the commitment and hard work of our team and an exciting milestone for Despegar. Our customers will benefit from access to more services, enhanced customer experiences, increased loyalty benefits, and more comprehensive solutions tailored to their needs. Together we are setting the stage for a new era of travel marked by greater connectivity, innovation and value.

Fabricio Bloisi, CEO of Prosus Group said: "Despegar adds significantly to our strong ecosystem in Latin America, a market with amazing growth potential. Today's announcement is about opportunity and growth - alone Despegar is a successful business with great fundamentals and a motivated management team; together, both Despegar and Prosus will make it even stronger. Our ambition is to ensure Despegar benefits from our wider ecosystem so that we can work together to deliver the best OTA travel solution in Latin America."

Transaction Details

Under the terms of the Agreement, a wholly owned subsidiary of Prosus will merge with Despegar, with Despegar continuing as the surviving entity, and each outstanding share of Despegar will be converted into the right to receive $19.50 per share in cash. Despegar's outstanding Series A Preferred Shares will be cancelled and converted into the right to receive payment of the amount due in accordance with their terms.

The transaction is currently expected to close in Q2 2025, subject to the approval of Despegar's shareholders, the receipt of required regulatory clearances, and other customary closing conditions.

Certain shareholders of the Company, including the holder of Despegar's Series A Preferred Shares, have entered into voting and support agreements with Prosus undertaking to vote in favor of the transaction.

The transaction is not subject to a financing condition. Upon completion of the transaction Despegar will become a privately-held company, its ordinary shares will be delisted from the New York Stock Exchange and it will no longer be listed on any public market.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to the Transaction Committee; Allen Overy Shearman Sterling LLP is serving as legal counsel to Despegar.

Morgan Stanley & Co. International PLC served as Prosus' exclusive financial advisor on the transaction, with Davis Polk & Wardell LLP serving as legal advisor.

About Despegar.com

Despegar is a leading travel technology company in Latin America. For over two decades, it has revolutionized the tourism industry in the region through technology. With its continuous commitment to the development of the sector, Despegar today is comprised of a consolidated group that includes Despegar, Decolar, Best Day, Viajes Falabella, Viajanet Stays and Koin, and has become one of the largest travel companies in Latin America.

Despegar operates in 19 countries in the region, accompanying Latin Americans from the moment they dream of traveling until they share their memories. With the purpose of improving people's lives and transforming the shopping experience, Despegar has developed alternative payment and financing methods, democratizing the access to consumption and bringing Latin Americans closer to their next travel experience. Despegar's common shares are traded on the New York Stock Exchange (NYSE: DESP). For more information, visit Despegar's Investor Relations website .

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.