Item 1.01 | Entry into a Material Definitive Agreement. |
On July 16 2019, Ebix, Inc., a Delaware corporation (“Ebix”), entered into a Merger Agreement (the “Merger Agreement”) with Yatra Online, Inc., a Cayman Islands exempted company limited by shares (“Yatra”), and EbixCash Travels Inc., a Cayman Islands exempted company limited by shares and wholly-owned subsidiary of Ebix (“Merger Sub”). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Yatra, with Yatra surviving as a wholly-owned subsidiary of Ebix (the “Merger”). The Merger Agreement contains certain termination rights for Ebix and Yatra, including, among others, the right to terminate the Merger Agreement if the Merger has not been consummated prior to the Outside Date, which as defined under the Merger Agreement was set to occur on April 12, 2020. Pursuant to an extension agreement the Outside Date has been extended from April 12, 2020 to April 27, 2020.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction Ebix filed a Registration Statement on FormS-4, which contains a preliminary proxy statement/prospectus (the “preliminary proxy statement/prospectus”) and Yatra filed a Report of Foreign Private Issuer on Form6-K. The information in the preliminary proxy statement/prospectus is not complete and may be changed. Once the preliminary proxy statement/prospectus is has been declared effective by the SEC, Yatra expects to mail the final proxy statement/prospectus to its stockholders in connection with the Yatra transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT, PROXY STATEMENT/ PROSPECTUS AND OTHER RELEVANT INFORMATION FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT EBIX, YATRA AND THE PROPOSED TRANSACTION. The registration statement and other documents filed by Ebix with the SEC may be obtained free of charge at Ebix’s website athttp://www.ebix.com or at the SEC’s website athttp://www.sec.gov. These documents may also be obtained free of charge from Ebix by requesting them by mail at Ebix, Inc. at 1 Ebix Way, Johns Creek, Georgia 30097, Attn: Investor Relations, or by telephone at (678)281-2027. The proxy statement/prospectus and other documents filed by Yatra with the SEC may be obtained free of charge at Yatra’s website athttp://www.yatra.com or at the SEC’s website athttp://www.sec.gov.
PARTICIPANTS IN SOLICITATION
Ebix and Yatra and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Ebix’s directors and executive officers is available in Ebix’s Form10-K/A filed with the SEC on April 30, 2019 as well as Ebix’s proxy statement on Schedule 14A for Ebix’s 2019 annual meeting of stockholders filed with the SEC on July 19, 2019. Information about Yatra’s directors and executive officers is available in Yatra’s Annual Report for the year ended March 31, 2019 on Form20-F filed with the SEC on July 31, 2019 and amended on August 5, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary proxy statement/prospectus and other relevant materials filed with the SEC on January 17, 2020 regarding the transaction. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Ebix or Yatra as indicated above.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.