PREM14A 1 tv510908-prem14a.htm PRELIMINARY PROXY STATEMENT tv510908-prem14a - none - 19.7624776s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
Travelport Worldwide Limited
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
Common shares, par value $0.0025 per share.
(2)
Aggregate number of securities to which transaction applies:
126,475,178 common shares; 960,119 common shares issuable upon the exercise of stock options; 1,528,347 common shares underlying restricted share units; and 3,330,583 common shares underlying performance-based restricted share units.
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
The maximum aggregate value was determined based upon the sum of: (A) 126,475,178 common shares multiplied by $15.75 per share; (B) options to purchase 960,119 common shares multiplied by $2.49 (the difference between $15.75 and the weighted average exercise price of  $13.26 per share); (C) 1,528,347 common shares underlying restricted share units multiplied by $15.75 per share; and (D) 3,330,583 common shares underlying performance-based restricted share units multiplied by $15.75 per share.
(4)
Proposed maximum aggregate value of transaction:
$2,070,902,897
(5)
Total fee paid:
$250,993.43
In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying $2,070,902,897 by 0.0001212.

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:

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Travelport Worldwide Limited
Axis One, Axis Park
Langley, Berkshire, SL3 8AG, United Kingdom
           , 2019
Dear Travelport Shareholder:
You are cordially invited to attend a special general meeting of shareholders (including any adjournments or postponements thereof, the “Special General Meeting”) of Travelport Worldwide Limited (“Travelport”) to be held on           , 2019, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, at            Eastern time.
At the Special General Meeting, you will be asked to consider and vote on (1) a proposal to approve the Agreement and Plan of Merger, dated December 9, 2018 (the “Merger Agreement”), by and among Travelport, Toro Private Holdings III, Ltd. (“Parent”), and following execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. (“Merger Sub”), the Bermuda Merger Agreement (as defined below) and the Merger (as defined below) (collectively, the “Merger Proposal”), (2) a proposal for the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting and (3) on an advisory (non-binding) basis, the compensation that may be paid or become payable to Travelport’s named executive officers in connection with the Merger (the “Compensation Advisory Proposal”). Parent and Merger Sub are each affiliated with Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. (collectively, “Siris Cayman Fund IV”). Parent, Merger Sub and Siris Cayman Fund IV are each affiliated with Siris Capital Group, LLC (“Siris”). Siris is a private equity firm headquartered in New York, New York. Elliott Associates, L.P. and Elliott International, L.P. (collectively, the “Elliott Funds”) have agreed to invest alongside Siris Cayman Fund IV in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement and are each affiliated with Evergreen Coast Capital Corp. (“Evergreen”). Evergreen is an affiliate of Elliott Management Corporation (together with Evergreen and the Elliott Funds, “Elliott”), specifically focused on private equity investments. Pursuant to the terms of the Merger Agreement and the Bermuda Merger Agreement, Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”).
If the Merger is completed, you will be entitled to receive $15.75 in cash (the “Per Share Price”), without interest thereon and less any applicable withholding taxes, for each common share of Travelport that you own (unless you have properly exercised your appraisal rights (as discussed below)).
The Travelport Board of Directors (the “Board of Directors”), after considering various factors more fully described in the enclosed proxy statement, has unanimously: (1) approved the Merger; (2) determined that the Per Share Price constitutes fair value for each common share of Travelport in accordance with the Companies Act 1981 of Bermuda, as amended (the “Companies Act”); (3) determined that the terms of the Merger Agreement and the statutory merger agreement required in accordance with Section 105 of the Companies Act (the “Bermuda Merger Agreement”) are in the best interests of Travelport and its shareholders; (4) determined that it is advisable to enter into the Merger Agreement and the Bermuda Merger Agreement, upon the terms and subject to the conditions set forth therein; and (5) approved the execution and delivery of the Merger Agreement and the Bermuda Merger Agreement by Travelport, the performance by Travelport of its covenants and other obligations thereunder.
The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.

The enclosed proxy statement provides detailed information about the Special General Meeting, the Merger Agreement, the Bermuda Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A-1 to the proxy statement. A copy of the Bermuda Merger Agreement is attached as Annex A-2 to the proxy statement.
The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement, the Bermuda Merger Agreement and the Merger. You should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement and the Bermuda Merger Agreement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Merger and how it affects you.
Whether or not you plan to attend the Special General Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special General Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.
If you hold your common shares in “street name,” you should instruct your bank, broker or other nominee how to vote your common shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.
Your vote is very important, regardless of the number of common shares that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the votes cast at the Special General Meeting.
If you have any questions or need assistance voting your common shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: +1 (888) 750-5834
Banks and Brokers may call collect: +1 (212) 750-5833
On behalf of the Board of Directors, we thank you for your support and appreciate your consideration of this matter.
Sincerely,
   
Douglas M. Steenland
Chairman of the Board
   
Gordon A. Wilson
President and Chief Executive Officer
This proxy statement is dated           , 2019 and, together with the enclosed form of proxy card, is first being mailed to the shareholders of Travelport on or about           , 2019.

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Travelport Worldwide Limited
Axis One, Axis Park
Langley, Berkshire, SL3 8AG, United Kingdom
NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON           , 2019
Notice is hereby given that a special general meeting of shareholders (including any adjournments or postponements thereof, the “Special General Meeting”) of Travelport Worldwide Limited, a Bermuda exempt company (“Travelport”), will be held on           , 2019, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, at            Eastern time, for the following purposes:
1.
To consider and vote on the proposal to approve the Agreement and Plan of Merger, dated December 9, 2018 (the “Merger Agreement”), by and among Travelport, Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”), the statutory merger agreement (the “Bermuda Merger Agreement”) required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended (the “Companies Act”) and the Merger (collectively, the “Merger Proposal”).
2.
To consider and vote on any proposal to adjourn the Special General Meeting to a later date or dates, if necessary and appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting.
3.
To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Travelport’s named executive officers in connection with the Merger, as described in this proxy statement (the “Compensation Advisory Proposal”).
Only shareholders of record as of the close of business on           , 2019 are entitled to notice of the Special General Meeting and to vote at the Special General Meeting or any adjournment, postponement or other delay thereof.
The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.
Whether or not you plan to attend the Special General Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special General Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.
If you hold your common shares in “street name,” you should instruct your bank, broker or other nominee how to vote your common shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

For the purposes of Section 106(2)(b)(i) of the Companies Act, the Board of Directors unanimously, by all directors present at a duly called meeting, determined the fair value for each common share of Travelport to be $15.75, without interest thereon. Travelport’s shareholders who are not satisfied that they have been offered fair value for their common shares and whose common shares are not voted in favor of the Merger Proposal may exercise their appraisal rights under the Companies Act to have the fair value of their common shares appraised by the Supreme Court of Bermuda (the “Bermuda Court”). Travelport’s shareholders intending to exercise appraisal rights MUST file their application for appraisal of the fair value of their common shares with the Bermuda Court within ONE MONTH of the giving of the notice convening the Special General Meeting and otherwise fully comply with the requirements for seeking appraisal under the Companies Act.
By Order of the Board of Directors,
   
Gordon A. Wilson
President and Chief Executive Officer
Dated:           , 2019

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
 YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL GENERAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special General Meeting.
If you hold your common shares in “street name,” you should instruct your bank, broker or other nominee how to vote your common shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.
If you are a shareholder of record, voting in person by ballot at the Special General Meeting will revoke any proxy previously submitted. If you hold your common shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special General Meeting.
If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by ballot in person at the Special General Meeting, your common shares will not be counted for purposes of determining whether a quorum is present at the Special General Meeting or as votes cast at the Special General Meeting.
You should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement and the Bermuda Merger Agreement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Bermuda Merger Agreement, the Merger, the Special General Meeting or this proxy statement, or would like additional copies of this proxy statement or need help voting your shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: +1 (888) 750-5834
Banks and Brokers may call collect: +1 (212) 750-5833

TABLE OF CONTENTS
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Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger  71
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Annexes
A-1-1
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Summary
This summary highlights selected information from this proxy statement related to the merger of Toro Private Holdings IV, Ltd. with and into Travelport Worldwide Limited (the “Merger”) and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement (as defined below) and the Bermuda Merger Agreement (as defined below), along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the section of this proxy statement captioned “Where You Can Find More Information.” The Merger Agreement is attached as Annex A-1 and the Bermuda Merger Agreement is attached as Annex A-2 to this proxy statement. You should carefully read and consider the Merger Agreement and the Bermuda Merger Agreement, which are the legal documents that govern the Merger.
Except as otherwise specifically noted in this proxy statement, “Travelport,” the “Company,” “we,” “our,” “us” and similar words refer to Travelport Worldwide Limited, including, in certain cases, our subsidiaries. Throughout this proxy statement, we refer to Toro Private Holdings III, Ltd. as “Parent” and Toro Private Holdings IV, Ltd. as “Merger Sub.” In addition, throughout this proxy statement, we refer to the Bermuda Companies Act 1981, as amended, as the “Companies Act,” the Agreement and Plan of Merger, dated December 9, 2018, by and among Travelport, Parent and following the execution of a joinder, Merger Sub, as the “Merger Agreement,” the statutory merger agreement required in accordance with Section 105 of the Companies Act, as the “Bermuda Merger Agreement,” and holders of our common shares, par value $0.0025 per share, as “shareholders.” Unless indicated otherwise, any other capitalized term used but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.
Parties Involved in the Merger
Travelport Worldwide Limited
Headquartered in Langley, United Kingdom, Travelport Worldwide Limited, is the technology company that makes the experience of buying and managing travel continually better. Travelport operates a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. Travelport facilitates travel commerce by connecting the world’s leading travel providers, such as airlines, hotel chains and car rental companies, with online and offline travel buyers in a proprietary business-to-business travel platform. Travelport’s travel buyers include travel agencies, online travel agencies, travel management companies and corporations. As a business-to-business company, Travelport does not directly generate demand from consumers for travel or for travel payments, but is dependent on the transactions generated by travel providers and travel buyers. Common shares of Travelport are listed on The New York Stock Exchange (“NYSE”) under the symbol “TVPT.”
Toro Private Holdings III, Ltd.
Parent was incorporated on December 7, 2018, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement and the arranging of the equity and debt financing in connection with the Merger.
Toro Private Holdings IV, Ltd.
Merger Sub is a wholly owned direct subsidiary of Parent and was incorporated on December 10, 2018, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement and the arranging of the equity and debt financing in connection with the Merger.
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Parent and Merger Sub are each affiliated with Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. (collectively, “Siris Cayman Fund IV”). Parent, Merger Sub and Siris Cayman Fund IV are each affiliated with Siris Capital Group, LLC (“Siris”). Siris is a private equity firm headquartered in New York, New York. Elliott Associates, L.P. and Elliott International, L.P. (collectively, the “Elliott Funds”) have agreed to invest alongside Siris Cayman Fund IV in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement and are each affiliated with Evergreen Coast Capital Corp. (“Evergreen”). Evergreen is an affiliate of Elliott Management Corporation (together with Evergreen and the Elliott Funds, “Elliott”), specifically focused on private equity investments. At the Effective Time (as defined below), Travelport, as the Surviving Company (as defined below), will be indirectly owned by Siris Cayman Fund IV and the Elliott Funds.
In connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, Siris Cayman Fund IV and the Elliott Funds have provided Parent with equity commitments of up to $593.5 million and $487.1 million in cash, respectively, which will be available to fund the aggregate purchase price and, together with cash on hand at Travelport, to pay the fees and expenses required to be paid at the Closing (as defined in the Merger Agreement) of the Merger by Travelport, Parent and Merger Sub contemplated by, and subject to the terms and conditions of, the Merger Agreement and the Bermuda Merger Agreement. The Elliott Funds also have provided Parent with a commitment to contribute 6,751,409 common shares of the Company to Parent prior to the Closing. For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”
The Merger
Upon the terms and subject to the conditions set forth in the Merger Agreement, the Bermuda Merger Agreement and the applicable provisions of the Companies Act, on the Closing Date (as defined in the Merger Agreement), (1) Merger Sub will be merged with and into the Company pursuant to Section 104(H) of the Companies Act, (2) the separate corporate existence of Merger Sub will thereupon cease, and (3) the Company will continue as the surviving company of the Merger and as a wholly owned subsidiary of Parent (the “Surviving Company”). As a result of the Merger, common shares of the Company will no longer be publicly traded and will be delisted from the NYSE. In addition, the common shares of the Company will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company will no longer file periodic reports with the United States Securities and Exchange Commission (the “SEC”). If the Merger is completed, you will not own any common shares of the Surviving Company. The Merger will become effective upon the issuance of a Certificate of Merger (as defined in the Merger Agreement) with respect to the Merger by the Registrar of the Companies in Bermuda (such time, the “Effective Time”).
Merger Consideration
Travelport Common Shares
At the Effective Time, each common share of the Company (other than (1) common shares that are (A) held by Travelport as treasury shares, (B) owned by Parent or Merger Sub, or (C) owned by any direct or indirect wholly owned subsidiary of Travelport, Parent or Merger Sub as of immediately prior to the Effective Time (collectively, “Owned Company Shares”) and (2) Dissenting Common Shares (as defined below)) issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive $15.75 in cash (the “Per Share Price”), without interest thereon and less any applicable withholding taxes.
At or prior to the Closing Date, Parent will deposit or cause to be deposited sufficient funds to pay the aggregate Per Share Price with a designated payment agent for payment of each common share owned by each shareholder (other than in respect of Owned Company Shares or Dissenting Common Shares). For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Exchange and Payment Procedures.”
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After the Merger is completed, you will have the right to receive the Per Share Price in respect of each common share of the Company that you own (less any applicable withholding taxes), but you will no longer have any rights as a shareholder. If you exercise your appraisal rights in accordance with the Companies Act, you will not have the right to receive the Per Share Price unless expressly required by applicable law, but shall have the right to receive the “fair value” of your common shares as appraised by the Bermuda Court under Section 106(6) of the Companies Act, as further described in the section of this proxy statement captioned “The Merger—Dissenters’ Rights of Appraisal for Company Shareholders.”
Treatment of Company Options, Company RSUs and Company PSUs
The Merger Agreement provides that equity awards granted under Travelport’s equity incentive plans, including options to purchase our common shares (“Company Options”), restricted share units subject to time-vesting restrictions and deferred share units (“Company RSUs”), and performance share units subject to time and performance-vesting restrictions (“Company PSUs”), that are outstanding (whether vested or unvested) as of immediately before the Effective Time will be cancelled and converted into cash consideration equal to $15.75 multiplied by the total number of common shares of the Company subject to such outstanding equity awards, whether vested or unvested, less the applicable exercise price per share with respect to any Company Options, without interest and subject to any required tax withholdings, payable shortly after the Closing. For purposes of the previous sentence, the number of Company PSUs subject to performance-based vesting restrictions in which the performance period is still outstanding as of the Effective Time will be deemed to be the number of shares eligible to vest based on the greater of, with respect to the performance metrics applicable to such Company PSU, (A) target performance and (B) actual performance determined as if the applicable performance period ended immediately prior to the Effective Time. Any Company Options with a per share exercise price equal to or above $15.75 will be cancelled at the Effective Time for no payment or consideration. Travelport’s equity incentive plans will terminate as of the Effective Time. For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Merger Consideration—Outstanding Company Options, Company RSUs and Company PSUs.”
Material U.S. Federal Income Tax Consequences of the Merger
The receipt of cash by Travelport shareholders in exchange for our common shares in the Merger will be a taxable transaction to U.S. Holders (as defined under the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) for U.S. federal income tax purposes. Such receipt of cash by each of our shareholders that is a U.S. Holder generally will result in the recognition of gain or loss for U.S. federal income tax purposes in an amount measured by the difference, if any, between the amount of cash per share that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the common shares surrendered in the Merger by such shareholder. Backup withholding may also apply to the cash payments made pursuant to the Merger, unless the U.S. Holder complies with certification procedures under the backup withholding rules.
Travelport shareholders that are Non-U.S. Holders (as defined under the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of our common shares for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures under the backup withholding rules or otherwise establishes a valid exemption from backup withholding.
Travelport shareholders should read the section of this proxy statement captioned “The Merger— Material U.S. Federal Income Tax Consequences of the Merger.”
Travelport shareholders should also consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal estate, gift and other non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.
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Dissenting Common Shares
Travelport shareholders who (1) do not vote in favor of the Merger Proposal (as defined below) at the Special General Meeting, (2) comply with all of the provisions of the Companies Act concerning the right of shareholders to apply to the Bermuda Court to appraise the fair value of their common shares pursuant to the Companies Act and (3) make an application to the Bermuda Court pursuant to Section 106(6) of the Companies Act (such person, a “Dissenting Shareholder” and all common shares held by such Dissenting Shareholder, “Dissenting Common Shares”) will not receive the Per Share Price at the Effective Time, unless otherwise expressly required by applicable law. Instead, the common shares held by such Dissenting Shareholders will automatically be cancelled and, unless otherwise expressly required by applicable law, converted into the right to receive the fair value of a Dissenting Common Share as appraised by the Bermuda Court under Section 106(6) of the Companies Act.
In the event that the “fair value” of a Dissenting Common Share as appraised by the Bermuda Court under the Companies Act is greater than the Per Share Price, Dissenting Shareholders will be entitled to receive from the Surviving Company the Per Share Price, plus the difference between the Per Share Price and such “fair value” by payment made within one month after the final determination by the Bermuda Court of such “fair value,” unless otherwise expressly required by applicable law. If a shareholder fails to exercise, effectively withdraws or otherwise waives any right to appraisal prior to the Effective Time, such shareholder’s common shares will be cancelled and converted as of the Effective Time into the right to receive the Per Share Price. Travelport shareholders who wish to seek appraisal of their Dissenting Common Shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements of the Companies Act for exercising appraisal rights are described in additional detail in this proxy statement. For a more complete description of the available appraisal rights, see the section of this proxy statement captioned “The Merger—Dissenters’ Rights of Appraisal for Company Shareholders.”
Under the Merger Agreement, the Company has agreed to give Parent (i) prompt notice of any demands for appraisal of Dissenting Common Shares (or withdrawals thereof) and any other written instruments received by the Company relating to dissenter or appraisal rights, (ii) prompt notice of, to the extent the Company has knowledge thereof, any applications to the Bermuda Court for appraisal of the fair value of the Dissenting Common Shares and (iii) to the extent permitted by applicable law, the right to participate with the Company in any settlement negotiations and legal proceedings with respect to any demands for appraisal under the Companies Act. The Company will not, without the prior written consent of Parent, approve any withdrawal, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any demands for appraisal, or waive any failure by any shareholder of the Company to take any action (or omit to take any action) in order to exercise or perfect such shareholder’s appraisal rights.
Regulatory Approvals Required for the Merger
Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and certain other specified antitrust laws, have expired or been terminated, or the receipt of all requisite consents related thereto. For more information, please see the section of this proxy statement captioned “The Merger—Regulatory Approvals Required for the Merger.”
On December 21, 2018, Travelport, Elliott and Siris made the filings required to be made under the HSR Act.
Closing Conditions
The obligations of Travelport, Parent and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver of customary conditions, including:

the approval of the Merger Agreement by the requisite affirmative vote of shareholders;
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the expiration or termination of the applicable waiting period under the HSR Act and certain other specified antitrust laws, or the receipt of all requisite consents related thereto, as further described in the section of this proxy statement captioned “The Merger—Regulatory Approvals Required for the Merger”;

the consummation of the Merger not being prohibited, made illegal or enjoined by any statute, rule, regulation, law or order and no temporary restraining order, preliminary injunction or other judgment or order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Transactions (as defined in the section of this proxy statement captioned “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger—Insurance and Indemnification of Directors and Executive Officers”) being in effect;

the accuracy of the representations and warranties of Travelport, Parent and Merger Sub in the Merger Agreement, subject to certain materiality qualifiers, as of the date of the Merger Agreement and as of the Closing Date as if made at and as of the Closing Date;

in the case of Parent and Merger Sub, the absence of any Company Material Adverse Effect having occurred after the date of the Merger Agreement that is continuing as of the Effective Time;

the performance and compliance in all material respects by Travelport, Parent and Merger Sub of their respective covenants, obligations and conditions required to be performed and complied with by them under the Merger Agreement at or prior to the Effective Time; and

the delivery of an officer’s certificate by each of the Company, Parent and Merger Sub certifying that the conditions as described in certain of the preceding bullets have been satisfied.
For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Conditions to the Closing of the Merger.”
Financing of the Merger
The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.
In connection with the financing of the Merger, (i) each of Siris Cayman Fund IV and the Elliott Funds (collectively, the “Guarantors”), on the one hand, and Parent, on the other hand, have entered into an equity commitment letter, dated as of December 9, 2018 (collectively, the “Equity Commitment Letters”), pursuant to which the Guarantors have agreed to provide Parent with up to $1.08 billion in cash, and the Elliott Funds have agreed to provide Parent with approximately 6.8 million common shares of the Company (collectively, the “Equity Financing”) and (ii) Bank of America, N.A., Deutsche Bank AG New York Branch, Macquarie Capital Funding LLC, Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC and each other financial institution party thereto (collectively, the “Lenders”) and Parent have entered into a debt commitment letter, dated as of December 9, 2018 (the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Commitment Letters”), pursuant to which the Lenders have committed, subject to the terms thereof, to provide debt financing in an aggregate principal amount of up to $3.3 billion as well as a committed $150 million first lien revolving credit facility, a portion of which will be available at Closing (the “Debt Financing” and, together with the Equity Financing, collectively, the “Financing”). Travelport has a contractual right to enforce the Equity Commitment Letters against the Guarantors party thereto and, under the terms of the Merger Agreement, Travelport has the unqualified right to specifically enforce Parent’s obligation to consummate the Merger upon receipt of the proceeds of the Equity Financing.
The Financing, together with cash on hand at Travelport, includes the funds needed to cover (1) the payment to shareholders and holders of equity-based awards of the amounts payable in connection with the Merger pursuant to the Merger Agreement, (2) the repayment, prepayment or discharge of certain
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indebtedness of Travelport, and (3) the payment of all fees and expenses required to be paid by Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, including those required to be paid at Closing in connection with the Merger and the financing thereof.
Pursuant to limited guarantees delivered by each of the Guarantors to Travelport, dated as of December 9, 2018 (the “Limited Guarantees”), each of the Guarantors has agreed to guarantee Parent’s obligation to pay any applicable termination fee and certain damages awards, and to reimburse Travelport with respect to certain expenses in connection with the Merger, subject to an aggregate cap of  $64.9 million for each of Siris Cayman Fund IV and the Elliott Funds.
For more information, please see the section of this proxy statement captioned “The Merger— Financing of the Merger.”
The Voting Agreement
The Elliott Funds holding common shares representing approximately 5% of the Company’s total issued and outstanding common shares as of December 6, 2018 entered into a voting agreement (the “Voting Agreement”) pursuant to which such parties have committed to vote their shares in favor of, and take certain other actions in furtherance of, the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, including the Merger. The Voting Agreement will terminate upon the earliest to occur of  (1) the Effective Time or (2) the termination of the Merger Agreement in accordance with its terms. The Voting Agreement obligates such shareholders to vote their common shares (i) in favor of the Merger Proposal, (ii) in favor of the approval of any proposal to adjourn or postpone the Special General Meeting to a later date, if there are not sufficient votes for the approval of the Merger Proposal on the date on which such Special General Meeting is held, (iii) against approval of any proposal, transaction, agreement or action, without regard to the terms of such proposal, transaction, agreement or action, made in opposition to, in competition with or inconsistent with, the Merger Proposal, other than upon a Company Board Recommendation Change (as defined in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The Board of Directors’ Recommendation; Company Board Recommendation Change”) and (iv) in favor of any other matter or action necessary or appropriate to or in furtherance of the consummation of the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement. The shareholders subject to the Voting Agreement (the “Voting Agreement Shareholders”) have waived appraisal rights and each has granted Travelport an irrevocable proxy to vote such Voting Agreement Shareholders’ shares that are subject to the Voting Agreement in accordance with the Voting Agreement in the event of a failure by either of the Voting Agreement Shareholders to act in accordance with such shareholder’s obligations as to voting pursuant to the Voting Agreement. For more information, please see the section of this proxy statement captioned “The Merger—The Voting Agreement.”
Required Shareholder Approval
The affirmative vote of a majority of the votes cast at the Special General Meeting, where the necessary quorum is two or more persons present and representing in person or by proxy in excess of 50% of the outstanding common shares of the Company, is required to approve the Merger Proposal (the “Requisite Shareholder Approval”). Approval of the proposal to adjourn the Special General Meeting, if a quorum is present, requires the affirmative vote of a majority of the voting power of the common shares present in person or represented by proxy at the Special General Meeting and entitled to vote on the subject matter. If a quorum is not present within half an hour from the time appointed for the Special General Meeting, pursuant to the Company’s bye-laws, the Special General Meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the secretary of the Special General Meeting may determine.
As of the Record Date (as defined below), our directors and executive officers beneficially owned and were entitled to vote, in the aggregate,     common shares, representing approximately  % of the common shares of the Company outstanding as of the Record Date. Elliott Funds holding common shares representing approximately 5% of the Company’s total issued and outstanding common shares as of
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December 6, 2018 entered into a Voting Agreement pursuant to which such parties have committed to vote their common shares in favor of, and take certain other actions in furtherance of, the transactions contemplated by the Merger Agreement, including the Merger. For more information, please see the section of this proxy statement captioned “The Merger—The Voting Agreement.”
Our directors and executive officers have informed us that they currently intend to vote all of their respective common shares: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.
The Bermuda Merger Agreement
The Bermuda Merger Agreement, together with the Merger Agreement, governs the legal effects of the Merger under Bermuda law. A copy of the Bermuda Merger Agreement is attached as Annex A-2 to this proxy statement.
The Special General Meeting
Date, Time and Place
A Special General Meeting of Travelport shareholders to consider and vote on the Merger Proposal will be held on           , 2019, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, at            Eastern time.
Record Date; Common Shares Entitled to Vote
You are entitled to vote at the Special General Meeting if you owned common shares of the Company at the close of business on           , 2019 (the “Record Date”). You will have one vote at the Special General Meeting for each common share that you owned at the close of business on the Record Date.
Quorum
As of the Record Date, there were     common shares of the Company outstanding and entitled to vote at the Special General Meeting. Two or more persons present and representing in person or by proxy in excess of 50% of the common shares of the Company issued and outstanding and entitled to vote thereat will constitute a quorum at the Special General Meeting.
Recommendation of the Travelport Board of Directors
The Board of Directors, after considering the various factors more fully described in the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (1) approved the Merger; (2) determined that the Per Share Price constitutes fair value for each Travelport common share in accordance with the Companies Act; (3) determined that the terms of the Merger Agreement and the Bermuda Merger Agreement are in the best interests of the Company and its shareholders; (4) determined that it is advisable to enter into the Merger Agreement and the Bermuda Merger Agreement, upon the terms and subject to the conditions set forth therein; and (5) approved the execution and delivery of the Merger Agreement and the Bermuda Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder.
The Board of Directors also unanimously recommends that Travelport shareholders vote: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.
Prior to the approval of the Merger Proposal by shareholders, under certain circumstances, the Board of Directors may withdraw or change the foregoing recommendation if it determines in good faith (after consultation with its financial advisor, Morgan Stanley & Co. LLC (“Morgan Stanley”), and its outside legal counsel) that failure to do so would likely cause the Board of Directors to violate its fiduciary duties to
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shareholders under applicable laws. However, the Board of Directors cannot withdraw or change the foregoing recommendation unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a four or five business day period (as applicable) so that the Board of Directors would determine in good faith that the failure to make a Company Board Recommendation Change (as defined in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The Board of Directors’ Recommendation; Company Board Recommendation Change”) would no longer likely cause the Board of Directors to violate its fiduciary duties under applicable laws. The termination of the Merger Agreement by Parent following the withdrawal by the Board of Directors of its recommendation that shareholders approve the Merger Agreement, or the termination of the Merger Agreement by the Company following the Board of Directors’ authorization for Travelport to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal (as defined in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “Go-Shop Period”—Solicitation of Other Offers”) will, in each case, result in the payment by Travelport of a termination fee to Parent of  (i) $31.1 million if the Merger Agreement is terminated under certain circumstances prior to the No-Shop Period Start Date (as defined below) or (ii) $62.3 million if the Merger Agreement is terminated under certain circumstances after the No-Shop Period Start Date. For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The Board of Directors’ Recommendation; Company Board Recommendation Change.”
Fairness Opinion of Morgan Stanley & Co. LLC
The Board of Directors retained Morgan Stanley to provide it with financial advisory services in connection with the Merger. The Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, and its knowledge of the Company’s business and affairs. On December 9, 2018, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing on that same date, to the Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the Per Share Price to be received by the holders of common shares of the Company pursuant to the Merger Agreement was fair from a financial point of view to the holders of common shares of the Company (other than Elliott and holders of Owned Company Shares or Dissenting Common Shares). For a more complete description, see the section of this proxy statement captioned “The Merger—Fairness Opinion of Morgan Stanley & Co. LLC.”
The full text of the written opinion of Morgan Stanley, dated December 9, 2018, is attached as Annex B to this proxy statement, and is incorporated by reference herein in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to, and should, read Morgan Stanley’s opinion and the section below summarizing Morgan Stanley’s opinion carefully and in their entirety. Morgan Stanley’s opinion was directed to the Board of Directors, in its capacity as such, and addresses only the fairness from a financial point of view of the Per Share Price to be received by the holders of the common shares of the Company (other than Elliott and holders of Owned Company Shares or Dissenting Common Shares) pursuant to the Merger Agreement, as of the date of the opinion, and does not address any other aspects or implications of the Merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation to any holders of common shares of the Company as to how to vote at any shareholders’ meeting to be held in connection with the Merger or whether to take any other action with respect to the Merger.
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Interests of Travelport’s Directors and Executive Officers in the Merger
When considering the foregoing recommendation of the Board of Directors that you vote to approve the Merger Proposal and the Compensation Advisory Proposal, Travelport shareholders should be aware that Travelport’s directors and executive officers may have interests in the Merger that are different from, or in addition to, Travelport shareholders more generally. In (1) evaluating and negotiating the Merger Agreement, the Bermuda Merger Agreement and the Merger, (2) approving the Merger Agreement, the Bermuda Merger Agreement and the Merger and (3) recommending that the Merger Proposal and the Compensation Advisory Proposal be approved by shareholders, the Board of Directors was aware of and considered these interests, among other matters, to the extent that these interests existed at the time. These interests include, among others:

accelerated vesting and cash out of certain equity-based awards held by our executive officers and members of our Board of Directors as of the Effective Time, as more fully described below in the sections of this proxy statement captioned “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger—Treatment of Company Options, Company RSUs and Company PSUs” and “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger—Summary of Outstanding Equity Awards”;

the entitlement of certain of our executive officers to receive potential payments and benefits under the Company’s compensation and benefit plans and arrangements in connection with the Merger, which, in some cases, is subject to certain of our executive officer’s timely signing and not revoking a separation agreement and general release in our favor and the executive officer continuing to comply with the separation agreement and general release, as more fully described below in the sections of the proxy statement captioned “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger—Payments Upon Termination At or Following Change in Control” and “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger—Severance Entitlements”; and

continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Company, as more fully described below in the section of this proxy statement captioned “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger—Insurance and Indemnification of Directors and Executive Officers.”
If the Merger Proposal is approved, the common shares held by Travelport directors and executive officers will be treated in the same manner as issued and outstanding common shares held by all other shareholders. For more information, see the section of this proxy statement captioned “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger.”
Alternative Acquisition Proposals
The “Go-Shop” Period—Solicitation of Other Acquisition Proposals
Under the Merger Agreement, from the date of the Merger Agreement until 12:01 a.m., New York City time, on January 24, 2019 (the “No-Shop Period Start Date”), the Company and its respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) have the right to, among other things and subject to certain conditions: (1) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that could constitute an Acquisition Proposal (as defined in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “Go-Shop Period”—Solicitation of Other Offers”) and (2) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any persons with respect to any Acquisition Proposal and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, as further described under the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “Go-Shop Period”—Solicitation of Other Offers.”
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If the Company terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal prior to the No-Shop Period Start Date, the Company must pay a termination fee of  $31.1 million to Parent. For more information, please see the sections of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The Board of Directors’ Recommendation; Company Board Recommendation Change” and “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”
The “No-Shop” Period—No Solicitation of Other Acquisition Proposals
Under the Merger Agreement, from the No-Shop Period Start Date until the Effective Time, the Company has agreed not to, and to instruct and use its reasonable best efforts to cause its Representatives not to, directly or indirectly, among other things and subject to certain conditions: (1) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or offer that is or could reasonably be expected to constitute an Acquisition Proposal, (2) furnish to any person any non-public information relating to the Company in a way that could reasonably be expected to lead to an Acquisition Proposal, (3) participate or engage in discussions or negotiations with respect to any proposal or offer that is or could reasonably be expected to constitute an Acquisition Proposal (subject to certain exceptions), (4) approve, adopt, endorse or recommend an Acquisition Proposal or any offer or proposal that could lead to an Acquisition Proposal, or (5) authorize or enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Proposal (or any offer or proposal that could lead to an Acquisition Proposal), other than an Acceptable Confidentiality Agreement (as defined under the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “No-Shop Period”—No Solicitation of Other Offers”).
Notwithstanding the foregoing restrictions, under certain specified circumstances, prior to the approval of the Merger Agreement by the Company’s shareholders, the Company and the Board of Directors may, among other things, after giving Parent 24 hours’ prior notice of its intention to do so, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of its subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries pursuant to an Acceptable Confidentiality Agreement to any person or its Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of the Merger Agreement that did not result from any material breach of certain provision of the Merger Agreement, and otherwise facilitate such Acquisition Proposal or assist such person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such person) if and only if, the Board of Directors determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and that the failure to take such action would likely cause the Board of Directors to violate its fiduciary duties under applicable laws. For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “No-Shop Period”—No Solicitation of Other Offers.”
After the No-Shop Period Start Date but prior to the approval of the Merger Agreement by the Company’s shareholders, the Company is entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal if it complies with certain procedures in the Merger Agreement, including negotiating with Parent in good faith over a four business day period in an effort to amend the terms and conditions of the Merger Agreement so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, as amended pursuant to such negotiations.
If the Company terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal after the No-Shop Period Start Date but prior to the approval of the Merger Agreement by Travelport’s shareholders, Travelport must pay a termination fee of  $62.3 million to Parent. For more information, please see the sections of this proxy statement captioned “Proposal 1: Approval of
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the Merger Agreement, the Bermuda Merger Agreement and the Merger—The Board of Directors’ Recommendation; Company Board Recommendation Change” and “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”
Termination of the Merger Agreement and Termination Fees
In addition to the circumstances described above, Parent and the Company have certain rights to terminate the Merger Agreement under customary circumstances, including by mutual agreement, the imposition of laws or non-appealable court orders that make the Merger illegal or otherwise prohibit the Merger, an uncured breach of the Merger Agreement by the other party, if the Merger has not been consummated by 11:59 p.m., Eastern time, on June 9, 2019, and if the Company’s shareholders fail to approve the Merger Agreement at the Special General Meeting (or any adjournment or postponement thereof). Under certain circumstances, the Company is required to pay Parent a termination fee equal to either $31.1 million or $62.3 million, and Parent is required to pay the Company a termination fee equal to $124.6 million, in each case, pursuant to the terms and conditions of the Merger Agreement. Please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”
Effect on Travelport if the Merger is Not Completed
If the Merger Proposal is not approved by the Company’s shareholders, or if the Merger is not completed for any other reason:
(i)
the Company’s shareholders will not be entitled to, nor will they receive, any payment for their respective common shares pursuant to the Merger Agreement;
(ii)
(A) the Company will remain an independent public company, (B) the common shares of the Company will continue to be listed and traded on the NYSE and registered under the Exchange Act and (C) the Company will continue to file periodic reports with the SEC; and
(iii)
under certain specified circumstances, the Company will be required to pay Parent a termination fee of either $31.1 million or $62.3 million upon the termination of the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”
Delisting and Deregistration of Common Shares of Travelport
Prior to the Effective Time, the Company will cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable laws and the rules and regulations of the NYSE to cause the delisting of its common shares from the NYSE as promptly as practicable after the Effective Time and the deregistration of its common shares pursuant to the Exchange Act as promptly as practicable after such delisting.
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Questions and Answers
The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special General Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and its annexes, including, but not limited to, the Merger Agreement and the Bermuda Merger Agreement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the section of this proxy statement captioned “Where You Can Find More Information.”
Q:
Why am I receiving these materials?
A:
The Board of Directors is furnishing this proxy statement and form of proxy card to the shareholders in connection with the solicitation of proxies to be voted at the Special General Meeting.
Q:
When and where is the Special General Meeting?
A:
The Special General Meeting will take place on           , 2019, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, at            Eastern time.
Q:
What am I being asked to vote on at the Special General Meeting?
A:
You are being asked to vote on the following proposals:

to approve the Merger Agreement, the Bermuda Merger Agreement and the Merger pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the Surviving Company of the Merger and a wholly owned subsidiary of Parent (the “Merger Proposal”);

to approve the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and

to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Travelport’s named executive officers in connection with the Merger.
Q:
Who is entitled to vote at the Special General Meeting?
A:
Shareholders as of the Record Date are entitled to notice of the Special General Meeting and to attend and vote at the Special General Meeting. Each holder of common shares is entitled to cast one vote on each matter properly brought before the Special General Meeting for each common share owned as of the Record Date.
Q:
May I attend the Special General Meeting and vote in person?
A:
Yes. All shareholders as of the Record Date may attend the Special General Meeting and vote in person. Seating will be limited. Shareholders will need to present proof of ownership of common shares, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the Special General Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special General Meeting.
Even if you plan to attend the Special General Meeting in person, to ensure that your common shares will be represented at the Special General Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special General Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.
If you hold your common shares in “street name,” you should instruct your bank, broker or other nominee how to vote your common shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on
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any of the proposals, including the proposal to approve the Merger Agreement, the Bermuda Merger Agreement and the Merger without your instructions. If you hold your shares in “street name,” you may not vote your common shares in person at the Special General Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.
Q:
What will I receive if the Merger is completed?
A:
Upon completion of the Merger, you will be entitled to receive the Price Per Share of  $15.75 in cash, without interest thereon and less any applicable withholding taxes, for each common share of the Company that you own, unless you have properly exercised and not withdrawn your appraisal rights under the Companies Act. For example, if you own 100 common shares, you will receive $1,575.00 in cash in exchange for your common shares, without interest thereon and less any applicable withholding taxes.
Q:
What vote is required to approve the Merger Proposal and Compensation Advisory Proposal?
A:
The affirmative vote of a majority of the votes cast at the Special General Meeting is required to approve the Merger Proposal and the Compensation Advisory Proposal.
If any shareholder of record fails to: (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (3) vote in person by ballot at the Special General Meeting, the common shares held by such shareholder will not be counted for purposes of a quorum or as votes cast at the Special General Meeting. Abstentions and “broker non-votes” will be counted toward the presence of a quorum at the Special General Meeting, but will not be considered as votes cast on any proposal brought before the Special General Meeting.
Q:
Why are the Company’s shareholders being asked to cast an advisory (non-binding) vote to approve “golden parachute compensation” payable to Travelport’s named executive officers under existing agreements with Travelport in connection with the Merger?
A:
The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require Travelport to seek an advisory (non-binding) vote with respect to certain payments that will or may be made to Travelport’s named executive officers in connection with the Merger. The Compensation Advisory Proposal satisfies this requirement. See the section of this proxy statement captioned “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger—Payments Upon Termination At or Following Change in Control” for more details on such payments.
Q:
What happens if the Merger is not completed?
A:
If the Merger Proposal is not approved by shareholders or if the Merger is not completed for any other reason, shareholders will not receive any payment for their common shares. Instead, Travelport will remain an independent public company, our common shares will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.
Under specified circumstances, Travelport will be required to pay Parent a termination fee of either $31.1 million or $62.3 million upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination of the Merger Agreement.”
Q:
What do I need to do now?
A:
You should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement and the Bermuda Merger Agreement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy
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card), so that your common shares can be voted at the Special General Meeting, unless you wish to seek appraisal. If you hold your common shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your common shares.
Q:
Should I surrender my book-entry shares now?
A:
No. After the Merger is completed, a payment agent will send each holder of record a check at such holder’s registered address in payment for the common shares represented by such holder’s book-entry shares.
Q:
What happens if I sell or otherwise transfer my common shares after the Record Date but before the Special General Meeting?
A:
The Record Date for the Special General Meeting is earlier than the date of the Special General Meeting and the date the Merger is expected to be completed. If you sell or transfer your common shares after the Record Date but before the Special General Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your common shares and each of you notifies Travelport in writing of such special arrangements, you will transfer the right to receive the Per Share Price, if the Merger is completed, to the person to whom you sell or transfer your common shares, but you will retain your right to vote those common shares at the Special General Meeting. Even if you sell or otherwise transfer your common shares after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).
Q:
What is the difference between holding common shares as a shareholder of record and as a beneficial owner?
A:
If your common shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those common shares, to be the “shareholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Travelport.
If your common shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of common shares held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those common shares, to be the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your common shares by following their instructions for voting. You are also invited to attend the Special General Meeting. However, because you are not the shareholder of record, you may not vote your common shares in person at the Special General Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.
Q:
How may I vote?
A:
If you are a shareholder of record (that is, if your common shares are registered in your name with American Stock Transfer & Trust Company, LLC, our transfer agent), there are four ways to vote:

by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;

by visiting the Internet at the address on your proxy card;

by calling toll-free (within the U.S. or Canada) at the phone number on your proxy card; or

by attending the Special General Meeting and voting in person by ballot.
A control number, located on your proxy card, is designed to verify your identity, allow you to vote your common shares, and confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).
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Even if you plan to attend the Special General Meeting in person, you are strongly encouraged to vote your common shares by proxy. If you are a record holder or if you obtain a “legal proxy” to vote common shares that you beneficially own, you may still vote your common shares in person by ballot at the Special General Meeting even if you have previously voted by proxy. If you are present at the Special General Meeting and vote in person by ballot, your previous vote by proxy will not be counted.
If your common shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special General Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. As discussed above in the context of shareholders of record, if you, as a beneficial owner, do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special General Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will not be counted toward the presence of a quorum at the Special General Meeting or as a vote cast on any proposal brought before the Special General Meeting.
Q:
If my broker holds my common shares in “street name,” will my broker vote my common shares for me?
A:
No. Your bank, broker or other nominee is permitted to vote your common shares on any proposal currently scheduled to be considered at the Special General Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your common shares. Without instructions, your common shares will not be voted on such proposals, which will have no effect on the proposals.
Q:
May I change my vote after I have mailed my signed and dated proxy card?
A:
Yes. If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special General Meeting by:

signing another proxy card with a later date and returning it to us prior to the Special General Meeting;

submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

delivering a written notice of revocation to the secretary of Travelport at Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom; or

attending the Special General Meeting and voting in person by ballot.
If you hold your common shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special General Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.
Q:
What is a proxy?
A:
A proxy is your legal designation of another person to vote your common shares. The written document describing the matters to be considered and voted on at the Special General Meeting is called a “proxy statement.” The document used to designate a proxy to vote your common shares is called a “proxy card.” Gordon A. Wilson, our President and Chief Executive Officer, and Rochelle J. Boas, our Senior Vice President and Corporate Secretary, with full power of substitution and re-substitution, are the proxy holders for the Special General Meeting.
Q:
If a shareholder gives a proxy, how are the common shares voted?
A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your common shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your common shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special General Meeting.
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If you properly sign your proxy card but do not mark the boxes showing how your common shares should be voted on a matter, the common shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.
Q:
What should I do if I receive more than one set of voting materials?
A:
Please sign, date and return (or grant your proxy electronically over the Internet or by telephone using the instructions provided in the enclosed proxy card) each proxy card and voting instruction card that you receive.
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your common shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold common shares. If you are a shareholder of record and your common shares are registered in more than one name, you will receive more than one proxy card.
Q:
Where can I find the voting results of the Special General Meeting?
A:
Travelport intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special General Meeting. All reports that Travelport files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.”
Q:
When do you expect the Merger to be completed?
A:
We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the second calendar quarter of 2019. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control.
Q:
Who can help answer my questions?
A:
If you have any questions concerning the Merger, the Special General Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your common shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: +1 (888) 750-5834
Banks and Brokers may call collect: +1 (212) 750-5833
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Forward-Looking Statements
This proxy statement, and any documents to which Travelport refers to in this proxy statement, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Travelport’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of Travelport for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. Shareholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

the inability to complete the Merger due to the failure to obtain shareholder approval or failure to satisfy the other conditions to the completion of the Merger, including, but not limited to, receipt of required regulatory approvals;

the risk that the Merger Agreement may be terminated in certain circumstances that require us to pay Parent a termination fee of either $31.1 million or $62.3 million;

the outcome of any legal proceedings that may be instituted against us and others related to the Merger Agreement;

risks that the proposed Merger disrupts our current operations or affects our ability to retain or recruit key employees;

the fact that receipt of the all-cash Per Share Price in exchange for our common shares would be taxable to shareholders that are treated as U.S. Holders (as defined under the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) for U.S. federal income tax purposes;

the fact that, if the Merger is completed, shareholders will forgo the opportunity to realize the potential long-term value of the successful execution of Travelport’s current strategy as an independent public company;

the fact that under the terms of the Merger Agreement, Travelport is unable to solicit other Acquisition Proposals after the No-Shop Period Start Date;

the effect of the announcement or pendency of the Merger on our business relationships, operating results and business generally;

the amount of the costs, fees, expenses and charges related to the Merger Agreement, the Bermuda Merger Agreement or the Merger;

risks related to the Merger diverting management’s or employees’ attention from ongoing business operations;

risks that our share price may decline significantly if the Merger is not completed; and

risks related to obtaining the requisite consents to the Merger, including the timing and receipt of regulatory approvals from various governmental entities, including any conditions, limitations or restrictions placed on these approvals, and the risk that one or more governmental entities may deny approval.
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Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (1) the information contained under this caption; and (2) the information contained under the section captioned “Risk Factors” and in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.
Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Shareholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.
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The Special General Meeting
The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special General Meeting.
Date, Time and Place
We will hold the Special General Meeting on           , 2019 at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, at           , Eastern time.
Purpose of the Special General Meeting
At the Special General Meeting, we will ask shareholders to vote on proposals to: (1) approve the Merger Proposal; (2) adjourn the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement, the Bermuda Merger Agreement and the Merger at the time of the Special General Meeting; and (3) approve the Compensation Advisory Proposal.
Record Date; Common Shares Entitled to Vote; Quorum
Only shareholders of record as of the Record Date are entitled to notice of the Special General Meeting and to vote at the Special General Meeting. A list of shareholders entitled to vote at the Special General Meeting will be available at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, during regular business hours for a period of no less than ten days before the Special General Meeting and at the place of the Special General Meeting during the meeting.
As of the Record Date, there were     common shares issued and outstanding and entitled to vote at the Special General Meeting.
Two or more persons present at the Special General Meeting and representing in person or by proxy in excess of 50% of the common shares issued and outstanding and entitled to vote thereat will constitute a quorum at the Special General Meeting. In the event that a quorum is not present at the Special General Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.
Vote Required; Abstentions and Broker Non-Votes
The affirmative vote of a majority of the votes cast at the Special General Meeting is required to approve the Merger Proposal and the Compensation Advisory Proposal (the “Requisite Shareholder Approval”). Approval of the Merger Proposal by shareholders is a condition to the Closing of the Merger.
Approval of the proposal to adjourn the Special General Meeting, if a quorum is present, requires the affirmative vote of a majority of the voting power of the common shares present in person or represented by proxy at the Special General Meeting and entitled to vote on the subject matter. If a quorum is not present within half an hour from the time appointed for the meeting, pursuant to the bye-laws, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the secretary of the Special General Meeting may determine.
If a shareholder attends the meeting and abstains from voting or is represented by a proxy and abstains from voting, that abstention will be counted toward the presence of a quorum at the Special General Meeting, but will not be considered as a vote cast on any proposal brought before the Special General Meeting.
Each “broker non-vote” will also be counted toward the presence of a quorum at the Special General Meeting, but will not be considered as a vote cast on any proposal brought before the Special General Meeting. A “broker non-vote” generally occurs when a bank, broker or other nominee holding common shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the common shares.
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Common Shares Held by Travelport’s Directors and Executive Officers
As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate,     common shares, representing approximately  % of the common shares issued and outstanding on the Record Date. For more information, please see the section of this proxy statement captioned “Security Ownership of Certain Beneficial Owners and Management.”
Our directors and executive officers have informed us that they currently intend to vote all of their respective common shares (1) “FOR” the Merger Proposal, (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting and (3) “FOR” the Compensation Advisory Proposal.
Voting of Proxies
If your common shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you may cause your common shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special General Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your common shares according to your directions.
If you plan to attend the Special General Meeting and wish to vote in person, you will be given a ballot at the Special General Meeting. If your common shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special General Meeting in person. If you attend the Special General Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.
Voting instructions are included on your proxy card. All common shares represented by properly signed and dated proxies received in time for the Special General Meeting will be voted at the Special General Meeting in accordance with the instructions of the shareholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.
If your common shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special General Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special General Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will not be counted toward the presence of a quorum at the Special General Meeting or as a vote cast on any proposal brought before the Special General Meeting.
Revocability of Proxies
If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special General Meeting by:

signing another proxy card with a later date and returning it to us prior to the Special General Meeting;

submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;
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delivering a written notice of revocation to our Corporate Secretary at Axis One, Axis Park, Langley, Berkshire, SL3 8AG, United Kingdom; or

attending the Special General Meeting and voting in person by ballot.
If you have submitted a proxy, your appearance at the Special General Meeting will not have the effect of revoking your prior proxy; provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.
If you hold your common shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special General Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.
Any adjournment, postponement or other delay of the Special General Meeting, including for the purpose of soliciting additional proxies, will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special General Meeting as adjourned, postponed or delayed.
Board of Directors’ Recommendation
The Board of Directors, after considering various factors more fully described in the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (1) approved the Merger; (2) determined that the Per Share Price constitutes fair value for each Travelport common share in accordance with the Companies Act; (3) determined that the terms of the Merger Agreement and the Bermuda Merger Agreement are in the best interests of the Company and its shareholders; (4) determined that it is advisable to enter into the Merger Agreement and the Bermuda Merger Agreement, upon the terms and subject to the conditions set forth therein; and (5) approved the execution and delivery of the Merger Agreement and the Bermuda Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder.
Accordingly, the Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.
Solicitation of Proxies
The expense of soliciting proxies will be borne by Travelport. We have retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Special General Meeting at a cost of approximately $20,000 plus expenses. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of common shares for their reasonable expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.
Anticipated Date of Completion of the Merger
Assuming timely satisfaction of necessary closing conditions, including the approval by shareholders of the Merger Proposal and the receipt of necessary regulatory approvals, we anticipate that the Merger will be consummated in the second calendar quarter of 2019.
Dissenting Common Shares
Shareholders of the Company who (1) do not vote in favor of the Merger Proposal at the Special General Meeting, (2) comply with all of the provisions of the Companies Act concerning the right of the shareholders of the Company to require appraisal of their shares pursuant to the Companies Act and (3) make an application, within one month of the giving of the notice of the Special General Meeting, to the Supreme Court of Bermuda (the “Bermuda Court”) pursuant to Section 106(6) of the Companies Act (such person, a “Dissenting Shareholder” and all common shares of the Company held by such Dissenting Shareholder, “Dissenting Common Shares”) will not receive the Per Share Price at the Effective Time,
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unless otherwise expressly required by applicable law. Instead, the common shares held by such Dissenting Shareholders will automatically be cancelled and, unless otherwise expressly required by applicable law, converted into the right to receive the fair value of a Dissenting Common Share as appraised by the Bermuda Court under Section 106(6) of the Companies Act.
In the event that the “fair value” of a Dissenting Common Share as appraised by the Bermuda Court under the Companies Act is greater than the Per Share Price, Dissenting Shareholders will be entitled to receive from the Surviving Company the Per Share Price, plus the difference, if positive, between the Per Share Price and such “fair value” by payment made within one month after the final determination by the Bermuda Court of such “fair value” unless otherwise expressly required by applicable law. If a shareholder fails to exercise, effectively withdraws or otherwise waives any right to appraisal prior to the Effective Time, such shareholder’s common shares will be cancelled and converted as of the Effective Time into the right to receive the Per Share Price. Travelport shareholders who wish to seek appraisal of their Dissenting Common Shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. For a more complete description of the available appraisal rights, see the section of this proxy statement captioned “The Merger—Dissenters’ Rights of Appraisal for Company Shareholders.”
Under the Merger Agreement, the Company has agreed to give Parent (i) prompt notice of any demands for appraisal of Dissenting Common Shares (or withdrawals thereof) and any other written instruments received by the Company relating to dissenter or appraisal rights, (ii) prompt notice of, to the extent the Company has knowledge thereof, any applications to the Bermuda Court for appraisal of the fair value of the Dissenting Common Shares and (iii) to the extent permitted by applicable law, the right to participate with the Company in any settlement negotiations and legal proceedings with respect to any demands for appraisal under the Companies Act. The Company will not, without the prior written consent of Parent, approve any withdrawal, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any demands for appraisal, or waive any failure by a shareholder of the Company to take any action (or omit to take any action) in order to exercise or perfect such shareholder’s appraisal rights.
Delisting and Deregistration of Common Shares of Travelport
If the Merger is completed, the common shares of the Company will be delisted from the NYSE and deregistered under the Exchange Act, and the common shares of the Company will no longer be publicly traded.
Other Matters
At this time, we know of no other matters to be voted on at the Special General Meeting. If any other matters properly come before the Special General Meeting, your common shares will be voted in accordance with the discretion of the appointed proxy holders.
Householding of Special General Meeting Materials
Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. Each shareholder in the household will continue to receive a separate proxy card and Notice of the Special General Meeting. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.
If you would like to receive your own set of our disclosure documents this year or in future years, please contact us using the instructions set forth below. Similarly, if you share an address with another shareholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.
If you are a shareholder of record, you may contact Travelport’s Investor Relations at +44 (0)1753 288 686. Eligible shareholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your common shares, please contact your bank, broker or other nominee directly.
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Questions and Additional Information
If you have any questions concerning the Merger, the Special General Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your common shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: +1 (888) 750-5834
Banks and Brokers may call collect: +1 (212) 750-5833
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The Merger
This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement and the Bermuda Merger Agreement, which are attached to this proxy statement as Annex A-1 and Annex A-2, respectively, and incorporated into this proxy statement by reference. You should carefully read and consider, in their entirety, both the Merger Agreement and Bermuda Merger Agreement, which are the legal documents that govern the Merger, because these documents contain important information about the Merger and how it affects you.
Parties Involved in the Merger
Travelport Worldwide Limited
Axis One, Axis Park
Langley, Berkshire, SL3 8AG, United Kingdom
+44-1753-288-000
Headquartered in Langley, United Kingdom, Travelport Worldwide Limited, is the technology company that makes the experience of buying and managing travel continually better. Travelport operates a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. Travelport facilitates travel commerce by connecting the world’s leading travel providers, such as airlines, hotel chains and car rental companies, with online and offline travel buyers in a proprietary business-to-business travel platform. Travelport’s travel buyers include travel agencies, including online travel agencies, travel management companies and corporations. As a business-to-business company, Travelport does not directly generate demand from consumers for travel or for travel payments, but is dependent on the transactions generated by travel providers and travel buyers. Travelport’s common shares are listed on the NYSE under the symbol “TVPT.”
Toro Private Holdings III, Ltd.
c/o Siris Capital Group, LLC
601 Lexington Ave., 59th Floor
New York, New York 10022
+1 (212) 231-0095
Parent was incorporated on December 7, 2018 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement and the arranging of the equity and debt financing in connection with the Merger.
Toro Private Holdings IV, Ltd.
c/o Siris Capital Group, LLC
601 Lexington Ave., 59th Floor
New York, New York 10022
+1 (212) 231-0095
Merger Sub is a wholly owned direct subsidiary of Parent and was incorporated on December 10, 2018, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement and arranging of the equity and debt financing in connection with the Merger.
Parent and Merger Sub are each affiliated with Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. Parent, Merger Sub, Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. are each affiliated with Siris Capital Group, LLC. Siris is a private equity firm headquartered in New York, New York. The Elliott Funds have agreed to invest alongside Siris Cayman Fund IV in the transactions contemplated by the Merger Agreement and are each affiliated with Evergreen Coast Capital Corp. Evergreen is an affiliate of Elliott, specifically focused on private equity investments. At the Effective Time, Travelport, as the Surviving Company, will be indirectly owned by Siris Cayman Fund IV and the Elliott Funds.
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In connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, Siris Cayman Fund IV and the Elliott Funds have provided Parent with equity commitments of up to $593.5 million and $487.1 million in cash, respectively, which will be available to fund a portion of the aggregate purchase price and, together with cash on hand at Travelport, to pay the fees and expenses required to be paid at the Closing of the Merger by Travelport, Parent and Merger Sub contemplated by, and subject to the terms and conditions of, the Merger Agreement. The Elliott Funds have also provided Parent with a commitment to contribute 6,751,409 common shares of the Company to Parent prior to the Closing Date. For more information, please see the section of this proxy statement captioned “—Financing of the Merger.”
Effect of the Merger
Upon the terms and subject to the conditions of the Merger Agreement, the Bermuda Merger Agreement and the applicable provisions of the Companies Act, Merger Sub will merge with and into Travelport, with Travelport continuing as the Surviving Company. As a result of the Merger, Travelport will become a wholly owned subsidiary of Parent, and our common shares will no longer be publicly traded and will be delisted from the NYSE. In addition, our common shares will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any common shares of the Surviving Company. The Merger will become effective upon the issuance of a Certificate of Merger with respect to the Merger by the Registrar of the Companies in Bermuda.
Effect on Travelport if the Merger is Not Completed
If the Merger Proposal is not approved by shareholders, or if the Merger is not completed for any other reason:
(i)
Travelport shareholders will not be entitled to, nor will they receive, any payment for their respective common shares pursuant to the Merger Agreement;
(ii)
(A) Travelport will remain an independent public company, (B) common shares of Travelport will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (C) Travelport will continue to file periodic reports with the SEC;
(iii)
we anticipate that (A) Travelport’s management will operate the business in a manner similar to that in which it is being operated today, and (B) Travelport shareholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect to Travelport’s business, prospects and results of operations, as such may be affected by, among other things, the highly competitive industry in which Travelport operates and economic conditions;
(iv)
the price of our common shares may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of our common shares would return to the price at which it trades as of the date of this proxy statement;
(v)
the Board of Directors will continue to evaluate and review Travelport’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate (irrespective of these efforts, it is possible that no other transaction acceptable to the Board of Directors will be offered or that Travelport’s business, prospects and results of operations will be adversely impacted); and
(vi)
under certain specified conditions, Travelport will be required to pay Parent a termination fee of either $31.1 million or $62.3 million upon the termination of the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”
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Merger Consideration
At the Effective Time, and without any action required by the Company, Parent, Merger Sub or any shareholder, each common share of the Company (other than Owned Company Shares and Dissenting Common Shares) issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled, extinguished and converted into the right to receive the Per Share Price, without interest thereon and less any applicable withholding taxes.
After the Merger is completed, you will have the right to receive the Per Share Price in respect of each common share of the Company that you own (less any applicable withholding taxes), but you will no longer have any rights as a shareholder. If you exercise your appraisal rights in accordance with the Companies Act, you will not have the right to receive the Per Share Price unless expressly required by applicable law, but shall have the right to receive the “fair value” of your common shares as appraised by the Bermuda Court under Section 106(6) of the Companies Act, as further described in the section of this proxy statement captioned “—Dissenters’ Rights of Appraisal for Company Shareholders.”
Background of the Merger
The Board of Directors regularly evaluates the Company’s strategic direction and ongoing business plans with a view toward strengthening its core businesses and enhancing shareholder value. As part of this evaluation, the Board of Directors has from time to time considered a variety of strategic alternatives for the Company, including (1) the continuation of the Company’s current business plan as an independent enterprise, (2) the sale of the Company to potential strategic or financial sponsor parties and (3) various alternatives to realize the stand-alone value of the Company’s majority-owned subsidiary, eNett International (Jersey) Limited (“eNett”), including a divestiture of eNett and a partial or full initial public offering of eNett’s shares.
In 2016 and 2017, various parties contacted the Company through Morgan Stanley, the Company’s financial advisor, to express an interest in a potential transaction with the Company. While some of these parties held one or more meetings and/or teleconferences with the Company’s management, none received confidential information, nor did any such party enter into a non-disclosure or standstill agreement.
On December 7, 2017, at a meeting of the Board of Directors, the Company’s management recommended to the Board of Directors to explore a possible sale involving eNett. This recommendation was put forward after the evaluation of various alternatives for eNett, including the continuation of eNett as a subsidiary of the Company, a stand-alone sale of eNett, a sale of eNett in combination with a sale of eNett’s minority shareholder’s business, and an initial public offering of eNett’s shares.
From January 2018 through March 2018, the Company’s management engaged informally with both Morgan Stanley and another financial advisor to evaluate a potential sale of eNett, considering, among other things: (1) the potential value of eNett, (2) potential interested acquirers and (3) potential divestment structures.
In February 2018, the Company was advised by a global corporate travel agency customer that a major travel booking customer it serviced on the Company’s platform had mandated that such customer be serviced on the platform of a competitor.
In the same month, a financial sponsor contacted Morgan Stanley to express an interest in taking a portion of eNett public through a “SPAC” transaction, and asked to meet with the Company’s management. The Company’s management decided against taking the meeting as an initial public offering of eNett was not considered by the Company’s management to be a value maximizing option for the Company’s shareholders at that time.
On February 26, 2018, representatives of a financial sponsor, which we refer to as “Sponsor Party A” spoke to Gordon Wilson, Chief Executive Officer of the Company, and expressed an interest in meeting to explore strategic alternatives for the Company. On March 14, 2018, Sponsor Party A’s representatives conveyed through Morgan Stanley that Sponsor Party A’s primary interest was in eNett and not an acquisition of the Company as a whole. Representatives of Morgan Stanley reported such interaction to the Company’s management. No follow up meeting took place because the Company was still exploring the optimal structure and approach of a potential sale involving eNett at that time.
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On February 28, 2018, Mr. Wilson met with representatives of a financial sponsor, which we refer to as “Sponsor Party B,” at which meeting Sponsor Party B expressed interest in an acquisition of eNett.
On March 1, 2018, a representative of eNett’s minority shareholder wrote to Mr. Wilson to express an interest in a sale involving eNett.
Following a meeting of the Board of Directors on March 23, 2018, Mr. Wilson engaged with a representative of eNett’s minority shareholder to discuss a possible transaction involving eNett, including the potential terms of such a transaction. During the course of the interactions with eNett’s minority shareholder regarding a possible transaction involving eNett over the following weeks, Morgan Stanley received several unsolicited calls from financial sponsors seeking information regarding a potential transaction involving eNett.
On March 26, 2018, a representative of the Elliott Funds contacted Mr. Wilson and Douglas Steenland, Chairman of the Board of Directors, to inform them that the Elliott Funds would soon file with the SEC a beneficial ownership report on Schedule 13D. On the same day, the Elliott Funds filed the Elliott Funds 13D, which disclosed, among other things, that the Elliott Funds had acquired an 11.8% economic position in the Company consisting of a beneficial ownership interest of the equivalent of 6.4% of the then-outstanding common shares of the Company and the balance in the form of cash-settled derivatives. The Elliott Funds 13D also disclosed that the Elliott Funds’ investment rationale included encouraging the Company to explore a potential sale of the Company, including transactions in which the Elliott Funds would seek to participate as a purchaser or investor.
Shortly after the Elliott Funds 13D was filed, Morgan Stanley received a call from a financial sponsor, which we refer to as “Sponsor Party C,” expressing interest in the Company and a desire to learn more about the Company’s business. Representatives of Morgan Stanley reported this interaction to the Company’s management.
On March 27, 2018, the Elliott Funds made a filing under the HSR Act seeking clearance to further increase their stake in the Company. The Company made its related HSR filing on April 11, 2018 and the parties were granted early termination of the HSR waiting period on April 16, 2018.
During a meeting of the Board of Directors on March 29, 2018, the Board of Directors retained Morgan Stanley as its financial advisor to assist with the Company’s response to the Elliott Funds 13D and to advise on exploring potential eNett monetization options. The Board of Directors selected Morgan Stanley because of its reputation as a highly regarded investment bank, substantial knowledge of the industries in which the Company, including eNett, operates, familiarity with the Company, and extensive experience in providing financial advice in connection with strategic transactions. During the meeting on March 29, 2018, Morgan Stanley discussed with the Board of Directors its prior relationships or engagements with the Elliott Funds that Morgan Stanley believed could be considered relevant to the Board of Directors’ assessment of Morgan Stanley’s potential representation of the Company, and no director expressed concerns that such relationships or engagements would interfere with Morgan Stanley’s ability to provide financial advisory services to the Company.
During the course of the last week of March 2018, Morgan Stanley received several calls from parties interested in learning more about the situation involving the Company and the Elliott Funds. Morgan Stanley reported these calls to the Company’s management. From the time of its retention by the Board of Directors through the announcement of the transaction on December 10, 2018, Morgan Stanley reported all such inbound inquiries that it received and all outbound inquiries that it made to a representative of the Company.
On April 3, 2018, the Company’s management met with Morgan Stanley, Kirkland & Ellis LLP (“Kirkland”), Travelport’s legal counsel, and Gladstone Place Partners, Travelport’s public relations firm, at Kirkland’s offices in New York to discuss potential responses to the Elliott Funds 13D, as well as potential strategic alternatives.
On the same day, Mr. Wilson informed eNett’s minority shareholder that the Company was rejecting the terms it had proposed for a transaction involving eNett because the terms did not appropriately reflect the value of eNett, but proposed that the parties’ respective financial advisors continue to engage on a potential eNett sale opportunity.
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On April 6, 2018, representatives of the Elliott Funds met with Messrs. Steenland and Wilson and Mr. Bernard Bot, Chief Financial Officer of the Company. At this meeting, the Elliott Funds called for the Company to initiate a strategic review process and said that financial parties, including the Elliott Funds, would be willing to explore an acquisition of the Company.
On April 8, 2018, representatives of Morgan Stanley engaged in discussions and email exchanges with representatives of the Elliott Funds in which the Elliott Funds confirmed that they were working with Sponsor Party C on a potential transaction involving the Elliott Funds and Sponsor Party C taking the Company private.
On April 12, 2018, during a meeting of the Board of Directors, the Board of Directors, together with members of the Company’s management and representatives of Morgan Stanley and Kirkland, reviewed the Elliott Funds’ 13D and the status of the ongoing discussions with the Elliott Funds. The Board of Directors reviewed its fiduciary duties with its legal advisors and discussed various strategies for a potential sale process, including a publicly announced auction and one-on-one confidential negotiations with selected third parties, if the Board of Directors determined that undertaking such a process was in the best interests of the Company and its shareholders. At the conclusion of the meeting, the Board of Directors instructed Morgan Stanley to continue discussions with the Elliott Funds.
On April 13, 2018, representatives of the Elliott Funds contacted Mr. Wilson to follow up on the April 6th meeting with Messrs. Steenland, Wilson and Bot. The representatives of the Elliott Funds reiterated the Elliott Funds’ interest in moving forward quickly to evaluate a potential acquisition of the Company. The representatives of the Elliott Funds also stated that several interested parties had contacted the Elliott Funds to potentially partner with the Elliott Funds in a joint bid and that the Elliott Funds had chosen to partner with Sponsor Party C.
On April 16, 2018, at a meeting of the Board of Directors, the Board of Directors reviewed its fiduciary duties with its legal advisers and discussed management’s standalone plan for the Company. The Company’s management presented to the Board of Directors three sets of five-year financial projections assuming three different market and Company scenarios, and Morgan Stanley reviewed a preliminary standalone valuation analysis based on those projections. The Board of Directors discussed alternatives to maximize value for the Company and its shareholders.
On April 17, 2018, at the direction of the Board of Directors, representatives of Morgan Stanley contacted representatives of the Elliott Funds and requested certain information with respect to the Elliott Funds’ plan for a potential acquisition transaction, including the Elliott Funds’ preliminary views on valuation, contemplated financial leverage and investment thesis.
On April 23, 2018, the Elliott Funds and Sponsor Party C provided Morgan Stanley with a preliminary conditional indicative offer for the acquisition of the Company in a range of  $17.50 to $18.50 in cash per common share of the Company and discussed their various underlying assumptions with Morgan Stanley.
On the same day, representatives of Sponsor Party B called Morgan Stanley to express an interest in a potential acquisition of the Company.
On the same day, Mr. Wilson had a call with a representative of a potential strategic bidder, which we refer to as “Strategic Party A,” to discuss a potential acquisition of Travelport.
On April 25, 2018, at the direction of the Company, representatives of Morgan Stanley called representatives of the Elliott Funds to inform them that the Company would respond to the Elliott Funds and Sponsor Party C’s indication of interest of April 23rd after the next meeting of the Board of Directors. On the call, the Elliott Funds stated that Sponsor Party B and another financial sponsor, which we refer to as “Sponsor Party D,” had contacted the Elliott Funds separately to express interest in working with the Elliott Funds on a potential acquisition of the Company.
On the same day, a representative of Sponsor Party B called Mr. Wilson directly to express interest in participating in any process undertaken by the Board of Directors to consider a potential sale of the Company.
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On the same day, Mr. Wilson met with a potential strategic partner, which we refer to as “Strategic Party B,” to discuss various strategic partnership opportunities in the areas of travel, payments and travel data.
On April 26, 2018, Mr. Steenland, on behalf of the Board of Directors, asked certain senior members of the Company’s management to sign a letter regarding expected protocol with bidders in connection with any potential process to evaluate a potential sale of the Company, including an agreement not to engage in discussions with any potential bidders about employment or compensation issues at any time prior to the Company entering into a definitive agreement with a bidder. All members of the Company’s senior management team that were requested subsequently signed the letter.
On the same day, eNett’s chief executive officer received a preliminary written expression of interest from a third party, which we refer to as “eNett Counterparty A,” for an acquisition involving eNett.
On April 27, 2018, eNett Counterparty A’s expression of interest was passed on to Mr. Wilson by representatives of eNett. On the same day, Mr. Wilson received a call from a representative of eNett Counterparty A confirming its interest in a potential acquisition involving eNett.
In late April and early May 2018, Mr. Wilson had several discussions with representatives of eNett and eNett’s minority shareholder regarding a potential transaction with eNett Counterparty A.
In April 2018, representatives of a financial sponsor, which we refer to as “Sponsor Party E,” called representatives of Morgan Stanley to inquire if the Company was conducting a sale process. Sponsor Party D also called representatives of Morgan Stanley to express interest in making an equity investment in the Company or acquiring the Company, either partnering with the Elliott Funds or independently. Representatives of Morgan Stanley reported such interactions to the Company’s management. The Company’s management decided not to engage with either Sponsor Party D or Sponsor Party E at that time.
During the second quarter of 2018, the global corporate travel agency referenced earlier moved additional corporate customers to other global distribution system providers. This agency informed the Company that it was reviewing its use of technology providers globally.
Prior to the May 2, 2018 meeting of the Board of Directors, Morgan Stanley identified prior engagements or relationships between Morgan Stanley and each of the Elliott Funds and Sponsor Party C (and its affiliates) that Morgan Stanley believed could be considered relevant to the Board of Directors’ assessment of Morgan Stanley’s representation of the Company, and no director expressed concerns that such relationships or engagements would interfere with Morgan Stanley’s ability to provide financial advisory services to the Company.
On May 2, 2018, at the Company’s instruction, Morgan Stanley met with Strategic Party B as a follow up to the April 25th meeting. Strategic Party B declined to engage further at this time.
On the same day, the Board of Directors, together with members of the Company’s management and representatives of Morgan Stanley and Kirkland, reviewed updated preliminary valuation materials prepared by the Company’s management and Morgan Stanley, including an evaluation of various strategic alternatives. Kirkland reviewed with the Board of Directors the terms of a potential “go-shop” that could be requested as a condition to engaging with the Elliott Funds and Sponsor Party C (as reflected in a term sheet that we refer to as the “go-shop term sheet”) which would allow the Board of Directors an additional post-signing opportunity to validate any price agreed with the Elliott Funds and Sponsor Party C. The Board of Directors also discussed the preliminary indication of interest from the Elliott Funds and Sponsor Party C and potential responses. At the conclusion of the meeting, the Board of Directors instructed Morgan Stanley to request from the Elliott Funds and Sponsor Party C, as a condition to further consideration of a potential sale of the Company, a revised indication of interest reflecting a higher price per share as well as an up-front agreement that the Company would be permitted to conduct a go-shop process following any definitive acquisition agreement entered into with the Elliott Funds and Sponsor Party C in accordance with the terms of the go-shop term sheet. During this meeting, the Board of Directors also discussed the expression of interest of eNett Counterparty A and the minimum acceptable terms of a potential sale involving eNett, including the minimum level of proceeds to be realized in a
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potential sale involving eNett. Following the meeting of the Board of Directors, representatives of Morgan Stanley conveyed to representatives of the Elliott Funds and Sponsor Party C the messages from the Board of Directors and shared with them the go-shop term sheet.
On the same day, representatives of Morgan Stanley had an initial call with representatives of Sponsor Party B regarding its interest in a potential acquisition of the Company and its experience in the sector.
On May 4, 2018, representatives of the Elliott Funds sent a revised preliminary conditional indication of interest on behalf of the Elliott Funds and Sponsor Party C at $19.00 per common share of the Company in cash, and expressed interest in entering into bilateral negotiations about a potential acquisition followed by a post-signing go-shop period, subject to certain changes to the terms of the go-shop term sheet.
On the same day, eNett’s minority shareholder indicated its willingness to engage their advisors with the Company’s advisors on the terms of a sale involving eNett to eNett Counterparty A. The Company decided to delay engaging further with eNett Counterparty A until further discussion took place with eNett’s minority shareholder with respect to the terms of a potential sale of eNett.
On May 8, 2018, representatives of Morgan Stanley had a call with representatives of the Elliott Funds who indicated that the Elliott Funds may be able to propose a higher offer if they were able to identify additional sources of value following the completion of customary due diligence.
On May 10, 2018, a major global online travel agency (separate from the global corporate travel agency discussed above) notified the Company that it would consolidate its air volumes in Europe with the two other global distribution system providers, starting in the second half of 2018.
On May 11, 2018, at a meeting of the Board of Directors, the Board of Directors, the Company’s management and representatives of Morgan Stanley and Kirkland discussed the Elliott Funds and Sponsor Party C’s revised indication of interest, as well as their proposed changes to the go-shop term sheet. The Board of Directors instructed Morgan Stanley to convey to the Elliott Funds and Sponsor Party C that the Board of Directors would be willing to continue discussions about a potential acquisition at an offer price higher than $20.00 per common share of the Company, combined with go-shop terms reflected in the go-shop term sheet previously shared with the Elliott Funds and Sponsor Party C. On the same day, representatives of Morgan Stanley conveyed to the Elliott Funds and Sponsor Party C the Board of Directors’ position, including with respect to the terms of a go-shop period and value expectation.
On May 13, 2018, Kirkland provided a draft confidentiality agreement to the Elliott Funds, on behalf of the Company. After negotiation of the terms of that draft, the Company and the Elliott Funds signed the confidentiality agreement on May 17, 2018. The confidentiality agreement contained customary restrictions on the Elliott Funds’ disclosure of the Company’s confidential information and permitted their use of the Company’s information only for a transaction during the term of the agreement. The confidentiality agreement did not contain an explicit standstill provision, but provided that prior to October 17, 2018, the Company’s confidential information could be used only in connection with a negotiated transaction. The agreement permitted the Elliott Funds to partner with Sponsor Party C in such a negotiated transaction.
In mid-May 2018, the Company was made aware that a European online travel agency (separate from the agencies discussed above) had significant financial issues, and, as a result, the Company began seeing a major reduction in bookings through this travel agent.
On May 15, 2018, Mr. Wilson had a call with a third party, which we refer to as “eNett Counterparty B,” who expressed an interest in a transaction involving eNett.
On May 18, 2018, Messrs. Wilson and Bot met with representatives of the Elliott Funds in London to discuss a potential transaction involving the Elliott Funds and Sponsor Party C.
On May 21, 2018, Sponsor Party C entered into a non-disclosure agreement with the Company, which included a customary standstill provision. Following the execution of the Merger Agreement, the standstill obligations of Sponsor Party C under the non-disclosure agreement terminated in accordance with its terms.
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On May 23, 2018, the Elliott Funds and Sponsor Party C received access to an electronic data room maintained by the Company containing financial and business information to facilitate their due diligence review of the Company, and the Company’s management agreed to hold a meeting with representatives of the Elliott Funds and Sponsor Party C to discuss the Company business, strategy and financial outlook.
On May 24, 2018, Mr. Wilson spoke to a representative of eNett’s minority shareholder to convey the Company’s position regarding the terms of a potential sale involving eNett to eNett Counterparty A, in particular with respect to the level of proceeds to be realized by the Company in a potential sale involving eNett, and Morgan Stanley conveyed the same message to the financial advisor of eNett’s minority shareholder. Given the differences in the positions of the Company and eNett’s minority shareholder, in particular with respect to the level of proceeds to be realized by the Company in a potential sale involving eNett, a potential sale involving eNett to eNett Counterparty A was not pursued further.
On May 25, 2018, a representative of a potential strategic bidder, which we refer to as “Strategic Party C,” called Mr. Wilson to discuss various potential strategic alternatives involving Travelport.
On May 29, 2018, at a meeting of the Board of Directors, the Board of Directors, together with the Company’s management and representatives of Morgan Stanley and Kirkland, reviewed developments since the last Board of Directors meeting with respect to the Elliott Funds and Sponsor Party C’s indication of interest, and the Company’s management presented updated financial projections for two of the three previously presented scenarios, revised for the latest 2018 forecast, the anticipated impact of the travel agency losses as discussed above, and other business developments.
On May 30, 2018, representatives of the Elliott Funds informed representatives of Morgan Stanley that, after the review of the materials in the data room and information provided, Sponsor Party C did not intend to proceed further with its evaluation of a potential transaction with the Company. The Elliott Funds reiterated their interest in a potential transaction and expressed a desire to identify alternative partners.
On the same day, representatives of Morgan Stanley received an inbound call from Sponsor Party B about a potential acquisition of the Company and Sponsor Party B’s desire to explore partnering with the Elliott Funds in such a transaction.
On June 1, 2018, as subsequently disclosed in the Company’s earnings release for the quarter ended June 30, 2018, the Company provided a termination notice to the previously referenced European online travel agency due to the agency’s breach of contract, triggering a suspension of the travel agent from the Company’s platform.
On June 6, 2018, the Elliott Funds called representatives of Morgan Stanley to advise that the Elliott Funds would like to partner with Sponsor Party B to explore a potential transaction. The Elliott Funds confirmed that Sponsor Party B was aligned with the Elliott Funds on value expectations. The Elliott Funds also confirmed that they would need a partner in order to complete a transaction. Representatives of Morgan Stanley then spoke to Sponsor Party B to hear its investment thesis, preliminary valuation views and expectations for the terms of a go-shop, in the event Sponsor Party B were to partner with the Elliott Funds. Sponsor Party B indicated that its preliminary valuation views of the Company were in the range of $18 to $20 per common share of the Company but that it would need to refine its views based on due diligence and data room and management access.
On June 8, 2018, a representative of Strategic Party C called Mr. Wilson to express an interest in evaluating a potential acquisition of Travelport. The representative was referred to Morgan Stanley.
On June 12, 2018, Sponsor Party B entered into a non-disclosure agreement with the Company, which included a customary standstill provision, and was subsequently granted access to the electronic data room. Following the execution of the Merger Agreement, the standstill obligations of Sponsor Party B under the non-disclosure agreement terminated in accordance with its terms. Sponsor Party B was also provided with the go-shop term sheet previously negotiated with the Elliott Funds.
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On the same day, the Elliott Funds and the Company entered into an amendment to the non-disclosure agreement between the parties. The amendment extended the period during which the Elliott Funds could use the Company’s confidential information only in connection with a negotiated transaction from October 17, 2018 to November 17, 2018. The amendment also permitted the Elliott Funds to partner with Sponsor Party B.
On June 21, 2018, Strategic Party C entered into a non-disclosure agreement with the Company, which included a customary standstill provision, and was subsequently granted access to the electronic data room. The Company decided to proceed with discussions with Strategic Party C considering the credibility of Strategic Party C as a potential acquirer of the Company and the significant potential for synergies between the two businesses. Following the execution of the Merger Agreement, the standstill obligations of Strategic Party C under its non-disclosure agreement terminated in accordance with its terms.
On June 22, 2018, representatives of Strategic Party C attended a management presentation in London, which included certain financial projections for the Company. Subsequently, the Company’s management discussed with Strategic Party C potential synergy opportunities between the two companies.
On June 27, 2018, at a meeting of the Board of Directors, the Board of Directors reviewed developments since their last meeting with respect to the potential sale of the Company, and the Company’s management reviewed with the Board of Directors a draft of the management presentation to be presented to the Elliott Funds and Sponsor Party B the next day. Prior to the June 27, 2018 meeting of the Board of Directors, Morgan Stanley identified prior engagements or relationships between Morgan Stanley and each of the Elliott Funds and Sponsor Party B (and its affiliates) that Morgan Stanley believed could be considered relevant to the Board of Directors’ assessment of Morgan Stanley’s representation of the Company, and no director expressed concerns that such relationships or engagements would interfere with Morgan Stanley’s ability to provide financial advisory services to the Company.
On June 28, 2018, representatives of the Elliott Funds and Sponsor Party B attended a management presentation in New York, which included certain financial projections for the Company.
On July 10, 2018, representatives of the Elliott Funds and Sponsor Party B had a follow-up call with the Company’s management.
On July 15, 2018, Strategic Party C informed Mr. Wilson that it did not intend to proceed further with a transaction.
On July 17, 2018, the Elliott Funds and Sponsor Party B conveyed to representatives of Morgan Stanley a revised preliminary conditional indication of interest of  $18.00 per common share of the Company. The Elliott Funds and Sponsor Party B requested additional due diligence in order to refine the financial terms of their preliminary indication of interest.
On July 18, 2018, the Company was advised that the previously referenced global corporate travel agency would consolidate its business with the two other global distribution system providers over the course of 2018 and 2019.
During July 2018, another financial sponsor, which we refer to as “Sponsor Party F,” called representatives of Morgan Stanley to express interest in participating in a potential transaction involving the Company, if there were a sale process. Sponsor Party F did not pursue its interest further.
On July 19, 2018, at a meeting of the Board of Directors, the Company’s management presented updated financial projections for one of the three scenarios not updated for the May 29, 2018 Board of Directors meeting. The Board of Directors reviewed a draft of a definitive merger agreement prepared by Kirkland in the event the Board of Directors decided to engage further with the Elliott Funds and Sponsor Party B on their preliminary indication of interest.
During the course of July 2018, Sponsor Party B and the Elliott Funds continued their review of data room materials and due diligence investigation.
On August 7, 2018, the Company was advised that the major global online travel agency referenced earlier would start dual sourcing its car and hotel business to the Company and a competitor of the Company instead of sourcing such business solely on the Company-operated platforms.
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On August 13, 2018, representatives of Morgan Stanley had a telephonic conversation with representatives of the Elliott Funds and Sponsor Party B, and Morgan Stanley invited the Elliott Funds and Sponsor Party B to provide a firm proposal for a potential transaction.
On August 16, 2018, representatives of the Elliott Funds conveyed to representatives of the Company that Sponsor Party B did not intend to proceed further with a transaction.
On August 21, 2018, on a call with Mr. Wilson, representatives of the Elliott Funds expressed continued interest in buying the Company but at a price that would be meaningfully below the previously expressed indication of  $18.00 per common share of the Company. Representatives of the Elliott Funds also expressed interest in possibly partnering with the Company to help finance an acquisition by the Company of the business of eNett’s minority shareholder.
On August 25, 2018, further to the August 21st discussion, the Elliott Funds sent to the Company a draft term sheet for a preferred equity investment in the Company that would be funded through new cash investment and a conversion of the common shares of the Company then owned by the Elliott Funds. The draft term sheet did not include any economic terms.
On August 30, 2018, the Elliott Funds indicated to representatives of Morgan Stanley that they remained interested in a transaction involving the Company and that they would continue to work to evaluate an offer for the Company (both with and without eNett). The Elliott Funds also proposed that the Board of Directors run a formal sale process to find a buyer for a potential acquisition of the Company.
In late August 2018, Sponsor Party E indicated to Morgan Stanley that it did not intend to proceed further with its evaluation of a potential transaction.
On September 5, 2018, at a meeting of the Board of Directors, the Board of Directors, members of the Company’s management and representatives of Morgan Stanley and Kirkland discussed recent developments relating to a potential sale of the Company and reviewed updated financial projections for two of the scenarios previously presented, revised for, among others, the latest 2018 forecast, the assessment of the impact of travel agency losses and lowered growth expectations for a number of business areas. The Board of Directors also discussed several strategic alternatives, including maintaining the status quo, a potential sale of the Company, and a range of alternatives with respect to its eNett investment, including (1) retaining its majority stake in eNett, (2) divesting eNett or (3) acquiring eNett’s minority shareholder.
On September 19, 2018, the Company’s management received an updated improved expression of interest from eNett Counterparty A with respect to a transaction involving eNett, with an offer deadline of 14 days. The Company’s management responded that, because of its improved terms, eNett Counterparty A’s expression of interest merited discussion and consideration by the Board of Directors, but noted that this would require more time than the proposed deadline in the updated expression of interest. eNett Counterparty A subsequently agreed to an extension of its offer deadline to October 18, 2018.
On September 28, 2018, representatives of the Elliott Funds informed representatives of Morgan Stanley that Siris may be interested in partnering with the Elliott Funds on a potential acquisition of the Company. Representatives of Morgan Stanley also had a call with Siris during which Siris discussed its experience in the sector, its investment thesis, and its desire to potentially partner with the Elliott Funds to explore a transaction.
At various times in September 2018, representatives of Morgan Stanley received calls from Sponsor Party A, another financial sponsor, which we refer to as “Sponsor Party G,” and a third financial sponsor, which did not engage further.
On October 3, 2018, the Elliott Funds and the Company entered into a second amendment to their non-disclosure agreement. The amendment extended the period during which the Elliott Funds could use the Company’s confidential information only in connection with a negotiated transaction from November 17, 2018 to January 17, 2019. The amendment also permitted the Elliott Funds to partner with Siris.
On October 5, 2018, a representative of Morgan Stanley spoke with an advisor of eNett’s minority shareholder regarding a possible transaction involving eNett.
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On October 9, 2018, Sponsor Party G called Mr. Wilson to express an interest in the Company.
On October 11, 2018, at a meeting of the Board of Directors, attended by the Company’s management and representatives of Morgan Stanley and Kirkland, the Company’s management presented a range of potential financial and strategic outcomes for the Company under different scenarios and strategic alternatives, including a potential divestment of eNett. The Board of Directors reviewed eNett’s risks and opportunities and updated financial statements, as well as strategic alternatives with respect to eNett. The Board of Directors also reviewed the impact of a potential divestment of eNett on the Company, including opportunities for reinvestment of proceeds and the profile of the Company excluding eNett. The Board of Directors also discussed the minimum level of proceeds to be realized in a transaction involving eNett in order for such a transaction to be attractive to the Company. The Company’s management presented updated financial projections that included, among others, the impact of travel provider contracts recently concluded and expected travel agency wins. These financial projections included Case C financial projections for the Company, as further described below under the caption “—Management Projections.” The Board of Directors directed the Company’s management to share these Case C financial projections with the Elliott Funds and Siris in order to seek to obtain the highest possible price for the shareholders of the Company in a possible transaction. The Board of Directors also reviewed materials prepared by Morgan Stanley with respect to updated preliminary valuation, including potential impacts on the Company’s share price under different scenarios and strategic alternatives.
On October 14, 2018, Siris entered into a non-disclosure agreement with the Company, which included a customary standstill provision, and was subsequently granted access to the electronic data room.
On October 16, 2018, at a meeting of the Board of Directors, the Board of Directors engaged in additional discussions of potential alternatives related to eNett. Based on these discussions and the analyses discussed at this and prior meetings, the Board of Directors also reached a view on a minimum level of proceeds the Company would be willing to accept in a potential divestiture transaction involving eNett’s minority shareholder.
On October 18, 2018, representatives of the Company called representatives of eNett’s minority shareholder to convey that the Company would be open to pursuing a sale involving eNett, subject to the Company receiving a specified minimum level of proceeds.
On the same day, the preliminary expression of interest from eNett Counterparty A expired.
On the same day, Mr. Wilson received a call from Sponsor Party A, expressing continued interest in the Company. This was followed by a call between Sponsor Party A and Morgan Stanley.
On October 19, 2018, eNett’s minority shareholder rejected the Company’s proposal of October 18.
On the same day, representatives of Morgan Stanley received an inbound call from a financial advisor to eNett Counterparty B which had been referred to Morgan Stanley by Mr. Wilson as a follow-up to the call that Mr. Wilson had received from eNett Counterparty B on May 15, 2018. The Company and eNett Counterparty B and their respective advisors did not have further discussions following this call.
On October 23, 2018, representatives of Sponsor Party A emailed the Company’s management that they remained interested in exploring a potential acquisition of the Company, were willing to sign a non-disclosure agreement, and requested a management meeting and access to confidential information. Subsequently, Sponsor Party A indicated that it would need to partner with another financial sponsor for any potential acquisition of the Company.
On the same day, the Company held a management presentation with the Elliott Funds and Siris in which the Company shared its Case C financial projections for the Company as directed by the Board of Directors and as further described below under the caption “—Management Projections.”
On October 29, 2018, Sponsor Party A entered into a non-disclosure agreement with the Company, which included a customary standstill provision, and was subsequently granted access to the electronic data room. Sponsor Party A also requested a management meeting. Following the execution of the Merger Agreement, the standstill obligations of Sponsor Party A under the non-disclosure agreement did not preclude Sponsor Party A from privately submitting an acquisition proposal to the Board of Directors or the chief executive officer of the Company.
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On the same day, Morgan Stanley provided the go-shop term sheet to Siris.
On October 30, 2018, the Elliott Funds and Siris made a preliminary conditional indication of interest to acquire the Company at a price of  $16.00 in cash per common share of the Company. They also indicated that they would not agree to all of the terms reflected on the go-shop term sheet provided the previous day, and that they would not proceed with further work unless they received a period of five weeks of exclusivity.
On October 31, 2018, at a meeting of the Board of Directors, the Board of Directors reviewed developments since the last Board of Directors’ meeting relating to a potential sale of the Company and various other strategic alternatives. The Board of Directors discussed the preliminary indication of interest from the Elliott Funds and Siris, including the financial terms thereof and the request for an exclusivity period, as well as an update on discussions with Sponsor Party A. The Board of Directors also reviewed updated preliminary valuation analyses based on the most recent updated management financial projections. Prior to the October 31, 2018 meeting of the Board of Directors, Morgan Stanley identified prior engagements or relationships between Morgan Stanley and each of the Elliott Funds, Sponsor Party A and Siris (and its affiliates), that Morgan Stanley believed could be considered relevant to the Board of Directors’ assessment of Morgan Stanley’s representation of the Company, and no director expressed concerns that such relationships or engagements would interfere with Morgan Stanley’s ability to provide financial advisory services to the Company.
In October 2018, a United States-based leisure travel agency informed the Company that it had lost a large corporate customer to another travel management company and that this business would move away from the Company platforms.
On November 2, 2018, at a meeting of the Board of Directors, the Board of Directors further discussed considerations regarding a potential sale of the Company and the request by the Elliott Funds and Siris for a period of exclusivity. The Board of Directors considered the impact that an exclusivity period would have on discussions with Sponsor Party A, noting the very preliminary stages of Sponsor Party A’s evaluation, Sponsor Party A’s stated need for a partner to make an acquisition, and the expectation that Sponsor Party A would be able to evaluate a bid for the Company during any go-shop period that would follow any agreement with the Elliott Funds and Siris.
On November 5, 2018, following subsequent negotiations conducted by representatives of Morgan Stanley at the request of the Board of Directors, the Elliott Funds and Siris agreed to increase their preliminary indication of interest to $16.25 per common share of the Company in exchange for a two-week exclusivity period, which would be extended to December 3, 2018 if the Elliott Funds and Siris reaffirmed at the expiration of the two week period their indication of interest in a transaction at $16.25 per common share of the Company and their agreement to a 45-day go-shop period following any transaction announcement. Siris and the Company executed a letter reflecting these terms later that day.
On the same day, the Company suspended its engagement with Sponsor Party A, and Kirkland delivered a draft Merger Agreement to Wachtell, Lipton, Rosen, Katz, legal counsel to Siris (“Wachtell Lipton”). Kirkland’s initial draft of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 2.5% of the equity value of the Company in the event of entry by the Company into an alternative Superior Proposal, among other fee triggers, and a termination fee of 1.0% of the equity value of the Company in the event of entry by the Company into an alternative Superior Proposal with any bidder making a qualified proposal during the go-shop period, (2) a “reverse” termination fee payable by Parent of 7.5% of the equity value of the Company in the event Parent did not complete the transaction at the time it would otherwise be required to consummate the transaction or the Merger Agreement were to be terminated based on other material breaches by Parent, (3) a 45-day go-shop period, (4) no matching rights or information rights in favor of Parent during the go-shop period and (5) the right of the Company to pay ordinary course dividends during the pendency of the merger. Following the signing of the exclusivity agreement, the Elliott Funds and Siris conducted additional due diligence through a series of in-person management meetings, management calls, and review of the data room maintained by the Company.
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In the period from November 5, 2018 to November 18, 2018, the Company’s management had numerous calls and in-person meetings with the Elliott Funds and Siris as part of their due diligence process.
On November 19, 2018, the Elliott Funds and Siris reaffirmed their $16.25 per share preliminary indication of interest and willingness to agree to a 45-day go-shop period, and, as a result, the exclusivity period was extended until December 3, 2018.
On November 19 and 20, 2018, the Company’s management presented to the Elliott Funds and Siris the 2018 and 2019 Forecasts, reflecting revised figures to those contained in Case C as presented to the Elliott Funds and Siris on October 23, 2018, including with respect to net revenue and commissions for these two years, resulting in lower net revenue minus commissions for fiscal year 2019, largely offset by new cost savings initiatives, as further described below under the section of this proxy statement captioned “—Management Projections.” The update for 2019 also included lower depreciation and amortization expenses and lower cash outflows related to customer loyalty payments (“CLPs”). The 2018 and 2019 Forecasts were separate from, and did not constitute an update to, Case C.
On November 23, 2018, it was publicly reported that two of the Company’s competitors were being investigated by the European Commission (“EC”) over contract terms that EC antitrust authorities claimed could restrict the ability of airlines and travel agents’ to use alternative suppliers of ticket distribution services.
On November 25, 2018, Wachtell Lipton sent a revised markup of the Merger Agreement to Kirkland. Wachtell Lipton’s markup of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 3.5% of the equity value of Travelport in the event of entry by the Company into an alternative Superior Proposal, among other fee triggers, and a termination fee of 1.75% of the equity value of the Company in the event of entry by the Company into an alternative Superior Proposal during the go-shop period (excluding from this lower fee transactions with bidders who made proposals during the go-shop period but did not enter into a definitive agreement during the go-shop period), (2) a reverse termination fee payable by Parent of 5.5% of the equity value of the Company in the event Parent did not complete the transaction at the time it would otherwise be required to consummate the transaction, (3) an obligation of the Company to pay Parent $10 million as expense reimbursement (in addition to the applicable termination fee) in the event the Company failed to obtain the Requisite Shareholder Approval or if the Company received a Superior Proposal and terminated the Merger Agreement during the go-shop period, (4) matching rights and information rights in favor of Parent during the go-shop period and (5) no right of the Company to pay future ordinary course dividends.
On November 29, 2018, at the request of the Elliott Funds and Siris, the Company’s management participated in part of a lender presentation for potential debt financing sources for the Elliott Funds and Siris during which the Company’s management explained the Company’s business, strategy and historic performance. The Company’s management did not attend the portion of the discussion with respect to the Elliott Funds and Siris’ financial model and projections, and the Company’s management did not discuss any of the Company’s projections with potential lenders.
On November 30, 2018, at a meeting of the Board of Directors, the Board of Directors received an update on (1) the due diligence conducted by the Elliott Funds and Siris since exclusivity was granted, (2) a summary of key issues from the November 25, 2018 markup of the Merger Agreement, (3) the extension of exclusivity and (4) a proposed timeline for a transaction with the Elliott Funds and Siris.
On December 1, 2018, Kirkland delivered a revised draft of the Merger Agreement to Wachtell Lipton. Kirkland’s revised draft of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 2.75% of the equity value of the Company in the event of entry by the Company into an alternative Superior Proposal, among other fee triggers, and a termination fee of 1.25% of the equity value of the Company in the event of entry by the Company into an alternative Superior Proposal during the additional go-shop period, (2) a reverse termination fee payable by Parent of 6.5% of the equity value of the Company, (3) no expense reimbursement, (4) matching rights, but not information rights, in favor of Parent during the go-shop period and (5) the right of the Company to pay dividends in the ordinary course of business consistent with its past practice.
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On December 3, 2018, representatives of the Elliott Funds and Siris contacted representatives of Morgan Stanley to convey a reduced offer price of  $15.25 per common share of the Company, and to request a further extension of exclusivity. The stated reasons for the reduced offer price included the increased cost of capital due to a tightening of the debt financing markets, potential changes to industry due to industry-wide dynamics, and the further projected decline in assumptions (net revenue less commissions) provided by the Company on November 19 and 20, 2018. As a result of the reduced offer price, the Board of Directors did not extend exclusivity beyond December 3, 2018.
On December 4, 2018, Wachtell Lipton delivered a revised markup of the Merger Agreement to Kirkland. Wachtell Lipton’s revised markup of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 3.0% of the equity value of Travelport in the event of entry by the Company into an alternative Superior Proposal, among other fee triggers, and a termination fee of 1.5% of the equity value of the Company in the event of entry by the Company into an alternative Superior Proposal during the go-shop period, (2) a reverse termination fee payable by Parent of 6.0% of the equity value of the Company and (3) no right of the Company to pay future dividends.
On December 4, 2018, the Company engaged UBS Securities LLC as an additional financial advisor to assist the Company in evaluating the proposed transaction.
On December 5 and 6, 2018, at meetings of the Board of Directors, the Board of Directors, together with members of the Company’s management and representatives of Morgan Stanley and Kirkland, discussed the Elliott Funds and Siris’ revised proposal, and proposed next steps in light of the Elliott Funds and Siris’ revised proposal. The Board of Directors discussed various valuation perspectives, including a review of two sets of updated financial projections prepared by the Company’s management (Case A and Case B, as further described below under the section of this proxy statement captioned “—Management Projections”), reflecting the Company’s latest forecast for the fiscal year 2018, preliminary budget for the fiscal year 2019 and recent business developments. The Board of Directors also reviewed and discussed the various updates to the financial projections since April 2018, including Case C presented to the Elliott Funds and Siris on October 23, 2018. Following this discussion, and as further described below under the section of this proxy statement captioned “—Management Projections,” the Board of Directors approved the Case A and Case B financial projections for use by Morgan Stanley in connection with the delivery of its fairness opinion, and, based on discussions and analyses at this and prior meetings, directed Morgan Stanley to give materially more significance to Case A as compared to Case B considering, among other things, that Case A used more conservative assumptions compared to Case B for the rate of market and market share growth, the increase in commissions paid and the level of contribution from new business activities. The Board of Directors also reviewed key terms of the draft Merger Agreement. The Board of Directors asked management to prepare a summary of additional market and Company-specific factors to assist the Board of Directors in its assessment of the future prospects of the Company. The Board of Directors directed the Company’s management to finalize the key terms of the Merger Agreement prior to any further negotiations on the offer price with the Elliott Funds and Siris.
On December 6, 2018, Kirkland delivered a revised draft of the Merger Agreement to Wachtell Lipton, in which the Company (1) again provided that the Company would have the right to pay dividends in the ordinary course of business, consistent with its past practice and (2) proposed that the aggregate maximum liability of each of Parent and Travelport under the Merger Agreement be no greater than 6.25% of the Company’s equity value.
On the same day, the Company finalized and entered into a formal engagement letter with Morgan Stanley as financial advisor to assist with the sale process.
On December 8, 2018, the Company, the Elliott Funds and Siris reached an agreement on an increased offer price of  $15.75 per common share of the Company, and the Company agreed that it would not be permitted to pay future dividends without Parent’s consent (other than the previously declared dividend that was to be paid on December 20, 2018), all subject to completion of definitive agreements.
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On December 9, 2018, at a meeting of the Board of Directors, the Board of Directors reviewed its fiduciary duties with Kirkland, received a process update and discussed various valuation perspectives. Morgan Stanley provided updates to its valuation work and addressed valuation related questions that had been raised by the Board of Directors during the meetings of the Board of Directors held on December 5 and 6, 2018.
During the same meeting on December 9, the Company’s management presented a summary of additional factors to assist the Board of Directors in its assessment of the financial projections presented by management, including certain risks that could materially affect the Company’s actual future performance in a manner that was not fully reflected in the projections shared with the Board of Directors, including (1) losses of revenues associated with the termination by or loss of substantial transaction volumes of certain key customers, (2) continued decline in air market share impairing the Company’s relevance in travel distribution, (3) challenges to the availability of content on global distribution system platforms and (4) changes in the business and competitive dynamics in the payments industry. The Company’s management also discussed with the Board of Directors that the following opportunities could materially affect the Company’s actual future performance in a manner that was not fully reflected in the projections shared with the Board of Directors: (A) higher than anticipated market growth due to continued travel growth and higher capacity additions, (B) the potential impact of the Company’s substantial investments in new content, product and services and leadership position in specific content, product, service and geographical areas, (C) potential better yield and rebates due to the Company’s relative concentration in populous regions and (D) potential new growth areas for the payments business.
During the same meeting, Morgan Stanley reviewed its financial analysis of the proposed transaction and rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of December 9, 2018 and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Per Share Price to be received by the holders of the common shares of the Company pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders (other than Elliott and the holders of Owned Company Shares or Dissenting Common Shares). For more information about Morgan Stanley’s opinion, see below under the caption “—Fairness Opinion of Morgan Stanley & Co. LLC.”
After discussing potential factors in favor of and against the proposed transaction, and after reviewing the key terms of the Merger Agreement, the Bermuda Merger Agreement and the related ancillary documents, the Board of Directors unanimously determined that the Merger Agreement, the Bermuda Merger Agreement and the Merger were fair to, advisable, and in the best interests of the Company and its shareholders. The Board of Directors therefore approved the Merger Agreement, the Bermuda Merger Agreement and the Merger and recommended that the Company’s shareholders vote to approve the Merger Agreement, the Bermuda Merger Agreement and the Merger at any meeting of shareholders to be called for the purposes of acting thereon. The Board of Directors then reviewed the go-shop process.
On the same day, Kirkland and Wachtell Lipton exchanged final drafts of the Merger Agreement and other related ancillary agreements, and the parties addressed final due diligence issues.
On the evening of December 9, 2018, the parties exchanged executed copies of the Merger Agreement and other related ancillary agreements, including the Voting Agreement, the Debt Commitment Letter, the Equity Commitment Letters and the Limited Guarantees.
On December 10, 2018, the parties announced the execution of the Merger Agreement and the go-shop period commenced. In connection with the announcement, the Company reaffirmed financial guidance ranges for the fiscal year 2018 and further provided directional indications for its consolidated Adjusted EBITDA and consolidated Adjusted Net Income for the fiscal year 2019 when compared to the fiscal year 2018, reflecting, among other things, previously disclosed specific customer headwinds.
On the same day, at the direction of the Board of Directors, representatives of Morgan Stanley began contacting potential counterparties to an alternative transaction with the Company in connection with the go-shop period.
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Recommendation of the Board of Directors and Reasons for the Merger
Recommendation of the Board of Directors
The Board of Directors, after considering various factors more fully described in this proxy statement, has unanimously: (1) approved the Merger; (2) determined that the Per Share Price constitutes fair value for each Travelport common share in accordance with the Companies Act; (3) determined that the terms of the Merger Agreement and the Bermuda Merger Agreement are in the best interests of the Company and its shareholders; (4) determined that it is advisable to enter into the Merger Agreement and the Bermuda Merger Agreement, upon the terms and subject to the conditions set forth therein; and (5) approved the execution and delivery of the Merger Agreement and the Bermuda Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder.
The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting; and (3) “FOR” the Compensation Advisory Proposal.
Reasons for the Merger
In evaluating the Merger Agreement, the Bermuda Merger Agreement and the Merger, the Board of Directors consulted with the Company’s management, its financial advisor and its outside legal counsel. In recommending that shareholders vote in favor of the Merger Proposal, the Board of Directors considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

The Board of Directors’ belief that the all-cash Per Share Price provides certainty of value and liquidity to shareholders, while eliminating the effect of long-term business and execution risk to shareholders.

The Board of Directors’ belief that, based on negotiations and discussions with Siris, the Elliott Funds, and several other parties throughout the sale process, the Per Share Price represented the highest price that Siris and the Elliott Funds were willing to pay and the highest price per share value reasonably obtainable, each as of the date of the Merger Agreement and as more fully described under the section of this proxy statement captioned “—Background of the Merger.”

The Board of Directors’ belief that the transaction with Siris and Elliott was more favorable to the Company’s shareholders than the potential value that might result from other alternatives reasonably available to the Company, including: (1) the continuation of the Company’s business plan as an independent enterprise, (2) modifications to the Company’s strategy, (3) potential divestment of eNett, taking into account the competitive landscape and the dynamics of the market for the Company’s products and technology, (4) the optimization of the Company’s capital structure and (5) a combination of the foregoing options.

The Board of Directors’ understanding of the Company’s business and operations, its current and historical results of operations, financial prospects and condition, including the present competitive environment, business climate and future prospects of the global distribution system and payments industries, as well as eNett rebate pressure and credit requirements.

The Board of Directors’ evaluation of certain risks identified by the Company’s management that could materially affect the Company’s actual future performance, including: (1) losses of revenues associated with the termination by or loss of substantial transaction volumes of certain key customers, (2) continued decline in air market share impairing the Company’s relevance in travel distribution, (3) challenges to the availability of content on global distribution system platforms and (4) changes in the business and competitive dynamics in the payments industry.

The relationship of the Per Share Price to the likely trading price of common shares of the Company if the Elliott Funds had not reported their investment in the Company or if the Elliott Funds had subsequently reported a sale of their position in the Company. The Board of Directors noted that the trading price of the Company’s common shares increased from $14.35 per share to
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$16.80 per share on the day the Elliott Funds 13D was filed and believed it would likely decrease if the Elliott Funds reported a sale of their position in the Company. The Board of Directors also believed that the trading price of the Company’s common shares may have declined further than the pre-Elliott Funds 13D filing levels as a result of, among other things, the Company’s announcement during the third quarter of 2018 of anticipating certain financial results for the fiscal year 2018 to be at the lower end of their respective guidance ranges and directional indications provided on December 10, 2018 for certain financial guidance for fiscal year 2019 to be either stable or slightly lower compared to fiscal year 2018, if the Company had announced such directional indications other than in connection with its announcement of the execution of the Merger Agreement.

The assessment that other alternatives, including a divestment of eNett, were not reasonably likely to create greater value for shareholders than the Merger, taking into account execution risks as well as business, competitive, industry and market risks.

The Board of Directors’ consideration of the Company’s strategic and financial alternatives, including that:

10 different financial sponsors, including Siris and the Elliott Funds, and 5 different strategic parties were contacted or came forth during the process in an effort to obtain the best value reasonably available to shareholders;

of these parties, Siris and the Elliott Funds were the only ones that made a formal, written offer to acquire the Company, and only two other parties made verbal proposals to Travelport through the Company’s financial advisor, Morgan Stanley, both of whom were partners with the Elliott Funds at the time of their respective bids, and which bids were each ultimately withdrawn when the bidding party dropped out of the process after conducting preliminary due diligence;

the Elliott Funds 13D noted that the Elliott Funds would encourage the Company to explore a potential sale of the Company, including transactions in which the Elliott Funds would seek to participate as a purchaser or investor, and there were numerous reports in the media speculating on the existence and developments with respect to a potential sale of the Company in the months leading up to the date on which the Merger Agreement was signed, each of which gave any interested potential counterparties who were not contacted by the Company’s financial advisors an opportunity to inquire about a potential sale process; and

during the go-shop period, the Company may solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that could constitute an Acquisition Proposal from a person other than Parent, and may ultimately terminate the Merger Agreement to accept a Superior Proposal from such person as long as the Company complies with certain procedures in the Merger Agreement, as more fully described under the section of this Proxy Statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “Go-Shop” Period—Solicitation of Other Offers.”

The risk that prolonging the strategic and financial alternatives process in an effort to obtain additional offers at higher prices prior to executing a definitive agreement with Siris and the Elliott Funds could have resulted in the loss of a favorable opportunity to successfully consummate the transaction with Siris and Elliott, and was unlikely to yield a proposal that would be a material improvement to Siris and Elliott’s proposal, especially in light of the “go-shop” provision negotiated in the Merger Agreement and number of potential counterparties with whom there had been contact during the months leading up to the signing of the Merger Agreement.

The oral opinion of Morgan Stanley, subsequently confirmed in writing, to the effect that, as of December 9, 2018 and based upon and subject to the assumptions made, procedures followed, matters considered, and the qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in such written opinion, the Per Share Price, without interest and subject to the withholding of certain taxes, to be received by the holders of the Company’s
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common shares pursuant to the Merger Agreement was fair from a financial point of view to the holders of the Company’s common shares (other than Elliot and holders of Owned Company Shares or Dissenting Common Shares), as more fully described below under the section of this proxy statement captioned “—Fairness Opinion of Morgan Stanley & Co. LLC.” The full text of the written opinion is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Certain financial projections for the Company prepared by the Company’s management, and the present value of the Company based on those projections. The Board of Directors also considered that the projections were based on various assumptions made by the Company’s management. The Board of Directors considered that there is inherent uncertainty in forecasts and related assumptions and that, as a result, the Company’s actual financial results in future periods could differ materially from management’s forecasted results. For additional information regarding the projections considered by the Board of Directions, see the section of this proxy statement captioned “—Management Projections.”

The relationship of the Per Share Price to the trading price of the Company’s common shares, including that the Per Share Price constituted a premium of:

approximately 9.8% to the closing price of the common shares of the Company on March 23, 2018, the last full trading day prior to the filing of the Elliott Funds 13D; and

approximately 2.3% to the closing price of common shares of Company on December 7, 2018, the last full trading day prior to public announcement by the Company of its entry into the Merger Agreement.

The terms of the Merger Agreement and the related agreements, including:

the likelihood of satisfying the conditions to complete the Merger and the likelihood that the Merger will be completed;

the fact that Parent would be required to pay the Company a termination of  $124.6 million if the Company terminates the Merger Agreement under certain circumstances (see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “Go-Shop” Period—Solicitation of Other Offers”);

the Company’s rights to specific performance to prevent breaches of the Merger Agreement;

the Company’s right to specific performance to cause the Equity Financing contemplated by the Equity Commitment Letters to be funded, subject to certain conditions;

the fact that the Elliott Funds and Siris provided the Limited Guarantees in favor of the Company that guarantee certain payment obligations of Parent that may arise under the Merger Agreement (see the section of this proxy statement captioned “—Financing of the Merger—Limited Guarantees”);

the Board of Directors’ view that the Merger Agreement (1) is the product of arms’-length negotiations, (2) contains terms and conditions which are favorable to the Company and (3) is subject to a market test during the go-shop period; and

the right of the Company to initiate, solicit or encourage and engage in, enter into, continue or otherwise participate in any discussions or negotiations with regard to any Acquisition Proposal from any person other than Parent during the go-shop period, and if the Company receives during such period a written Acquisition Proposal from any such person that the Board of Directors determines in good faith (after consultation with its financial advisor and its outside legal counsel) constitutes a Superior Proposal and that the failure to take such action would likely cause the Board of Directors to violate its fiduciary duties under applicable law, the Company, after complying with certain other obligations under the Merger Agreement, may terminate the Merger Agreement in order to enter into an
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Alternative Acquisition Agreement, subject to the payment of a termination fee as described under the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”

The Board of Directors’ view that the terms of the Merger Agreement would be unlikely to deter interested third parties from making a Superior Proposal, including the Merger Agreement’s terms and conditions as they relate to changes in the recommendation of the Board of Directors and the payment by the Company of  $31.1 million or $62.3 million (as applicable) in connection with the termination of the Merger Agreement under certain circumstances (see the sections of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “Go-Shop” Period—Solicitation of Other Offers,” “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The “No-Shop” Period—No Solicitation of Other Offers,” “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—The Board of Directors’ Recommendation; Company Board Recommendation Change” and “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees”).

The fact that Parent has obtained committed Debt Financing for the transaction from reputable financial institutions, and that Parent has obtained committed Equity Financing from Siris Cayman Fund IV and the Elliott Funds for the full amount of equity financing required in connection with such committed Debt Financing, as well as the fact that Parent must use its reasonable best efforts to consummate the Debt Financing and the Equity Financing and that such Financing, plus cash on hand of the Company, provides for funding of an amount sufficient to cover (1) the payment to shareholders and holders of equity-based awards of the amounts payable in connection with the Merger pursuant to the Merger Agreement, (2) the repayment, prepayment or discharge of certain indebtedness of the Company, and (3) the payment of all fees and expenses required to be paid by Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, including those required to be paid at Closing in connection with the Merger and the financing thereof.

The fact that shareholders who do not vote to approve the Merger Agreement and who comply with the requirements of the Companies Act will have the right, subject to compliance with certain requirements, to dissent from the Merger and to demand appraisal of the fair value of their shares under the Companies Act (see the section of this proxy statement captioned “—Dissenters’ Rights of Appraisal for Company Shareholders”).
The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

The risks and costs to the Company if the Merger does not close, including the diversion of management and employee attention, and the potential effect on our business and relationships with travel providers and travel agents.

The fact that shareholders will not participate in any future earnings or growth of the Company and will not benefit from any appreciations in value of the Company, including any appreciation in value that could be realized as a result of improvements to our operations or future strategic or other transactions by the Company.

The fact that the Company would not be permitted to pay, and shareholders would not be entitled to receive, dividends during the pendency of the merger (other than the previously declared dividend that was paid on December 20, 2018).

The requirement that the Company pay Parent a termination fee, under certain circumstances following termination of the Merger Agreement, including if the Board of Directors terminates the Merger Agreement to accept a Superior Proposal, of either (1) $31.1 million if the Merger Agreement is terminated under certain circumstances prior to the No-Shop Period Start Date (as defined under the section of this proxy statement captioned “Proposal 1: Approval of the
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Merger Agreement, the Bermuda Merger Agreement and the Merger—The “Go-Shop” Period—Solicitation of Other Offers”) or (2) $62.3 million if the Merger Agreement is terminated under certain circumstances after the No-Shop Period Start Date.

The restrictions on the conduct of the Company’s business prior to the consummation of the Merger, including the requirement that the Company conduct its business in the ordinary course, subject to specific limitations, which may delay or prevent the Company from undertaking business opportunities that may arise before the completion of the Merger and that, absent the Merger Agreement, the Company might have pursued.

Certain opportunities identified by the Company’s management that could materially affect the Company’s actual future performance in a manner that was not fully reflected in the financial projections discussed with the Board of Directors, including (1) higher than anticipated market growth due to continued travel growth and higher capacity additions, (2) the potential impact of the Company’s substantial investments in new content, product and services and leadership position in specific content, product, service and geographical areas, (3) potential better yield and rebates due to the Company’s relative concentration in populous regions and (4) potential new growth areas for the payments business.

The fact that Parent is only required to pay the Company a termination fee if certain conditions are met, including that (1) all of the conditions to the obligations of Parent and Merger Sub to consummate the Merger have been and continue to be satisfied through any termination of the Merger Agreement and the Marketing Period has been completed, (2) the Company is ready, willing and able to consummate the Merger and all conditions to the obligations of the Company to consummate the Merger have been satisfied, and (3) Parent and Merger Sub fail to consummate the Merger, as further described in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”

The fact that an all cash transaction would be taxable to the Company’s shareholders that are U.S. persons for U.S. federal income tax purposes.

The fact that under the terms of the Merger Agreement, the Company is unable to solicit other Acquisition Proposals after the No-Shop Period Start Date.

The significant costs involved in connection with entering into the Merger Agreement and completing the Merger (many of which are payable whether or not the Merger is consummated) and the substantial time and effort of Company management required to complete the Merger, which may disrupt our business operations.

The fact that the Company’s business, sales operations and financial results could suffer in the event that the Merger is not consummated.

The risk that the Merger might not be completed and the effect of the resulting public announcement of termination of the Merger Agreement on the trading price of the Company’s common shares.

The fact that the completion of the Merger will require antitrust clearance in the United States and certain other jurisdictions (see the section of this proxy statement captioned “—Regulatory Approvals Required for the Merger”).

The fact that the Company’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, those of the Company’s shareholders (see the section of this proxy statement captioned “—Interests of Travelport’s Directors and Executive Officers in the Merger”).

The fact that the announcement of the Merger Agreement and pendency of the Merger, or the failure to complete the Merger, may cause substantial harm to the Company’s relationships with
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its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, technical, sales and other personnel), vendors and customers and may divert employees’ attention away from the Company’s day-to-day business operations.
The foregoing discussion is not meant to be exhaustive, but summarizes the material factors considered by the Board of Directors in its consideration of the Merger Agreement, the Bermuda Merger Agreement and the Merger. After considering these and other factors, the Board of Directors concluded that the potential benefits of the Merger outweighed the uncertainties and risks thereof. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendation. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. The Board of Directors unanimously approved the Merger Agreement, the Bermuda Merger Agreement and the Merger and recommends that shareholders approve the Merger Proposal based upon the totality of the information presented to and considered by the Board of Directors. Portions of this explanation of the Company’s reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section of this proxy statement captioned “Forward-Looking Statements.”
Fairness Opinion of Morgan Stanley & Co. LLC
The Board of Directors retained Morgan Stanley to provide it with financial advisory services in connection with the Merger. The Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, and its knowledge of the Company’s business and affairs. On December 9, 2018, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing on that same date, to the Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the Per Share Price to be received by the holders of common shares of the Company pursuant to the Merger Agreement was fair from a financial point of view to the holders of common shares of the Company (other than Elliott and holders of Owned Company Shares or Dissenting Common Shares).
The full text of the written opinion of Morgan Stanley, dated December 9, 2018, is attached as Annex B to this proxy statement, and is incorporated by reference herein in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to, and should, read Morgan Stanley’s opinion and the section below summarizing Morgan Stanley’s opinion carefully and in their entirety. Morgan Stanley’s opinion was directed to the Board of Directors, in its capacity as such, and addresses only the fairness from a financial point of view of the Per Share Price to be received by the holders of the common shares of the Company (other than Elliott and holders of Owned Company Shares or Dissenting Common Shares) pursuant to the Merger Agreement, as of the date of the opinion, and does not address any other aspects or implications of the Merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation to any holders of common shares of the Company as to how to vote at any shareholders’ meeting to be held in connection with the Merger or whether to take any other action with respect to the Merger.
In connection with rendering its opinion, Morgan Stanley, among other things:

reviewed certain publicly available financial statements and other business and financial information of the Company;

reviewed certain internal financial statements and other financial and operating data concerning the Company;

reviewed certain financial projections (Case A and Case B) prepared by the management of the Company (as further described in the section of this proxy statement captioned “—Management Projections”);
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discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

reviewed the reported prices and trading activity for the common shares of the Company;

compared the financial performance of the Company and the prices and trading activity of the common shares of the Company with that of certain other publicly-traded companies comparable with the Company, and their securities;

reviewed the financial terms, to the extent publicly available, of certain comparable precedent transactions;

participated in certain discussions and negotiations among representatives of the Company, the Elliott Funds and Siris and their respective financial and legal advisors;

reviewed the Merger Agreement, the draft Commitment Letters from certain equity and debt financing providers substantially in the form of the drafts dated December 9, 2018 and certain related documents; and

performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.
In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by the Company, and which formed a substantial basis for its opinion. At the Board of Directors’ direction, Morgan Stanley’s analyses relating to the business and financial prospects of the Company for purposes of its opinion were based on Case A and Case B, as provided by the Company and as further described in the section of this proxy statement captioned “—Management Projections.” With respect to Case A and Case B, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then currently available estimates and judgments of the Company’s management of the future financial performance of the Company, and Morgan Stanley expressed no view as to Case A or Case B or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement and the Bermuda Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the draft Commitment Letters reviewed by Morgan Stanley, and that the definitive Merger Agreement did not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of any necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Morgan Stanley did not express any view on, and Morgan Stanley’s opinion did not address, any other term or aspect of the Merger Agreement, the Bermuda Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement and the Bermuda Merger Agreement, or entered into or amended in connection therewith. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Per Share Price to be received by the holders of the common shares of the Company (other than Elliott and holders of Owned Company Shares or Dissenting Common Shares) in the Merger.
Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement as compared to other business or financial strategies that might have been available to the Company, nor did it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with any transaction contemplated by the Merger Agreement or the Bermuda Merger Agreement. Morgan Stanley was not asked to make, and did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s written opinion
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was necessarily based on financial, economic, market, tax and other conditions as in effect on, and the information made available to Morgan Stanley as of December 9, 2018. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.
Summary of Material Financial Analyses
The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its opinion to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 7, 2018 (the last trading day immediately preceding the December 9, 2018 presentation by Morgan Stanley to the Board of Directors), and is not necessarily indicative of current market conditions. For the purposes of analysis, each of the per share values outlined below is rounded to the nearest $0.25, with the exception of the Company’s historical trading range. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.
In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon Case A and Case B, as further described under the section of this proxy statement captioned “—Management Projections,” which were prepared by the Company’s management. For purposes of Morgan Stanley’s analysis, the Board of Directors directed Morgan Stanley to give materially more significance to Case A as compared to Case B. For more information on Case A and Case B, please see the section of this proxy statement captioned “—Management Projections.”
“AV” refers to aggregate enterprise value, calculated as equity value, plus book value of total gross debt (inclusive of capital leases), plus non-controlling interest (as appropriate for the company being analyzed), less cash, cash equivalents and restricted cash. For more information on the calculation of Adjusted EBITDA, please see the section of this proxy statement captioned “—Management Projections.” “P/E ratio” means the ratio of the price of a common share to Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest). For more information on the calculation of Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest), please see the section of this proxy statement captioned “—Management Projections.” Certain of the foregoing terms are used throughout this summary of financial analyses.
Discounted Cash Flow Analysis
Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company.
Morgan Stanley calculated a range of implied values per common share of the Company based on estimates of future cash flows for the fourth quarter of 2018 and fiscal years 2019 through 2022. Morgan Stanley performed this analysis deriving estimated future cash flows from information contained in Case A and Case B. Morgan Stanley first calculated the Unlevered Free Cash Flow (please see the section of this proxy statement captioned “—Management Projections” for more information on the calculation of Unlevered Free Cash Flow). Morgan Stanley then calculated terminal values by applying a perpetual growth rate of 0.25% to 0.75%, based on Morgan Stanley’s professional judgment, to the normalized Unlevered Free Cash Flow of the Company for fiscal year 2022. The Unlevered Free Cash Flow from the fourth quarter of 2018 and fiscal years 2019 through 2022 and the terminal values were then discounted to present values using a range of discount rates of 6.4% to 6.8% (which Morgan Stanley derived based on the Company’s assumed weighted average cost of capital using its experience and professional judgment), to
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calculate an implied aggregate value range for the Company. Morgan Stanley then adjusted the total implied aggregate value ranges by the Company’s total gross debt (inclusive of capital leases), non-controlling interest and cash, cash equivalents and restricted cash based on the consolidated balance sheet of the Company as of September 30, 2018 provided by the Company’s management and divided the resulting implied total equity value ranges by the Company’s fully diluted shares outstanding as of December 9, 2018 using the treasury stock method applied to figures provided by the Company’s management.
Based on the above-described analysis, Morgan Stanley derived the following ranges of implied equity values per common share of the Company as of September 30, 2018:
Forecast Scenario
Implied Value
Per Share Range
Case A
$ 11.50 – $15.50
Case B
$ 15.25 – $19.75
Precedent Transactions Analysis
Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley selected, based on Morgan Stanley’s professional judgment and knowledge of the sector, certain travel industry transactions for which relevant financial information was publicly available.
For these transactions, Morgan Stanley reviewed the purchase price paid and calculated the ratio of the aggregate value of each transaction to the estimated last twelve months (“LTM”) EBITDA, which is referred to as “LTM EBITDA,” based on publicly available financial information. “LTM EBITDA” refers to earnings before interest, taxes, depreciation and amortization and certain other items considered by the other companies as not directly related to their core business, calculated for the last twelve months. LTM EBITDA is not directly comparable to the Company’s LTM Adjusted EBITDA (see the section of this proxy statement captioned “—Management Projections” for a definition of the Company’s Adjusted EBITDA). The transactions Morgan Stanley reviewed in connection with this analysis (as shown in the table below) varied significantly based upon company scale, services offered, and geography. Morgan Stanley applied the AV/LTM EBITDA multiples derived from the transactions reviewed to the Company’s LTM Adjusted EBITDA (as of September 30, 2018) of  $588 million. Morgan Stanley then adjusted the total implied aggregate values by the Company’s total gross debt (inclusive of capital leases), non-controlling interest and cash, cash equivalents and restricted cash based on the consolidated balance sheet of the Company as of September 30, 2018 provided by the Company’s management and divided the resulting implied total equity value ranges by the Company’s fully diluted common shares outstanding as of December 9, 2018 using the treasury stock method applied to figures provided by the Company’s management. Based on this analysis, Morgan Stanley derived the following implied values per common share of the Company:
Acquiror(s)
Target
Announcement
Date
AV/LTM
EBITDA
Implied Value
Per Share
Silver Lake, TPG
Sabre Holdings
Dec – 2006 10.1x $ 30.00
Blackstone
Travelport Jun – 2006 7.8x $ 19.25
Cinven, BC Partners
Amadeus Jan – 2005 7.5x $ 18.00
Travelport
Worldspan LP
Dec – 2006 5.5x $ 8.75
No company or transaction utilized in the precedent transactions analysis is identical to the Company or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s control, such as the impact of competition on the Company’s business or the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of the Company or the industry, or in the financial markets in general.
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Discounted Equity Value Analysis
Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s common equity as a function of such company’s estimated future earnings and a theoretical range of trading multiples plus projected annual dividends. The resulting estimated future implied value is subsequently discounted back to the present day at the company’s cost of equity in order to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price.
Using Case A and Case B, as further described in the section of this proxy statement captioned “—Management Projections,” Morgan Stanley calculated ranges of implied equity values per common share for the Company as of September 30, 2018. In arriving at the estimated implied equity values per common share of the Company, Morgan Stanley applied a next twelve months P/E ratio range of 9.5x to 11.5x (reflecting normalized ratios consistent with the Company’s historical trading range during the last two years) to the Company’s 2022 Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest) based on Case A and Case B. Morgan Stanley then discounted the resulting implied equity value to September 30, 2018 at a discount rate equal to the Company’s assumed cost of equity of 8.8% to 9.7%. Based on these calculations, this analysis implied the following per share value ranges for the common shares of the Company:
Forecast Scenario
Implied Value
Per Share Range
Case A
$ 10.75 – $13.25
Case B
$ 12.75 – $15.75
Historical Trading Benchmarks
Morgan Stanley reviewed certain financial information, valuation multiples and market trading data relating to the Company and selected publicly traded companies that Morgan Stanley believed, based on its experience with companies in the travel industry, to be similar to the Company’s current operations for purposes of this analysis. Financial data of the selected companies were based on S&P Capital IQ’s Thomson Reuters I/B/E/S Estimates (“I/B/E/S Estimates”), public filings and other publicly available information. Morgan Stanley observed that the Company has historically traded at significantly different multiples than any of the selected companies for a variety of reasons, including differences in business model and mix, margins and growth. Due to this, Morgan Stanley determined, in Morgan Stanley’s professional judgment, that the Company’s own historical valuation multiples and market trading data was the most appropriate benchmark for valuing the common shares of the Company.
Morgan Stanley reviewed data, including AV as a multiple of Adjusted EBITDA and the P/E ratio for the Company based on I/B/E/S Estimates for periods through March 23, 2018, the last trading day prior to the Elliott Funds disclosing their ownership stake in the Company. Based on this analysis and its professional judgment, Morgan Stanley derived the reference ranges of financial multiples set forth in the table below and applied these ranges to Adjusted EBITDA and Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest) for fiscal year 2018 and fiscal year 2019 contained in Case A and Case B. For fiscal year 2018, Adjusted EBITDA and Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest) for the Company were $590 million and $1.39 per common share, respectively, in both Case A and Case B. For fiscal year 2019, Adjusted EBITDA and Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest) were $591 million and $1.28 per common share, respectively, in both Case A and Case B. For the Adjusted EBITDA multiples, Morgan Stanley then adjusted the total implied aggregate values by the Company’s total gross debt (inclusive of capital leases), non-controlling interest and cash, cash equivalents and restricted cash based on the consolidated balance sheet of the Company’s as of September 30, 2018 provided by the Company’s management and divided the resulting implied total equity value ranges by the Company’s fully diluted common shares outstanding as of December 9, 2018 using the treasury stock method applied to figures provided by the Company’s management. The analysis indicated the following implied per share value ranges for the common shares of the Company:
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Benchmark
Reference Range
Implied Value
Per Share Range
Case A/Case B FY18E P/E
10.0x – 12.0x $ 14.00 – $16.75
Case A/Case B FY18E AV/EBITDA
6.25x – 7.00x $ 12.25 – $15.75
Case A/Case B FY19E P/E
9.0x – 11.0x $ 11.50 – $14.25
Case A/Case B FY19E AV/EBITDA
6.00x – 6.75x $ 11.00 – $14.25
In evaluating the Company, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. These include, among other things, Company growth and profitability, the impact of competition on the business of the Company, and the absence of any adverse material change in the financial condition or prospects of the Company.
Historical Trading Range Analysis
Morgan Stanley reviewed the historical trading range of the Company’s common shares for the 52-week period ending March 23, 2018 and noted that, during such period, the maximum intraday trading price for the common shares of the Company was $16.17 per share and the minimum intraday trading price for the common shares of the Company was $11.38 per share. Morgan Stanley also noted that the closing trading price for the common shares of the Company on March 23, 2018, the last trading day prior to the Elliott Funds disclosing its ownership stake in the Company was $14.35 per share. This analysis was presented to the Board of Directors for informational/reference purposes only and did not provide the basis for, and was not otherwise material to, the rendering of Morgan Stanley’s opinion.
Equity Research Analyst Price Targets
Morgan Stanley reviewed the undiscounted price targets for the common shares of the Company prepared and published by equity research analysts that had been published by Bloomberg as of March 23, 2018. These targets reflect each analyst’s estimate of the future public market trading price of the common shares of the Company. The range of equity analyst undiscounted price targets for the common shares of the Company was $12.00 to $18.00 per share.
In order to better compare the equity research analysts’ stock price targets with the Per Share Price, based on its professional judgment and experience, Morgan Stanley discounted each analyst’s price target to present value assuming a cost of equity of 8.8%. This analysis resulted in a discounted analyst price target range for the common shares of the Company of  $11.75 to $17.75 per share.
The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the common shares of the Company and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions. This analysis was presented to the Board of Directors for informational/reference purposes only and did not provide the basis for, and was not otherwise material to, the rendering of Morgan Stanley’s opinion.
Historical Premium Analysis
For informational purposes, Morgan Stanley also presented to the Board of Directors a historical premium analysis based on the premiums paid in certain U.S. acquisition transactions. Morgan Stanley considered premiums paid in announced all-cash transactions with a transaction value of approximately $100 million or more that involved worldwide publicly traded target companies since 1996. The average premium paid in all such transactions since 1996 was 36.5%. Based on the foregoing, Morgan Stanley applied a premium range of 30% to 40% to the closing price of the common shares of the Company on March 23, 2018 (the last trading day prior to the filing of the Elliott Funds 13D) of  $14.35 per share. This analysis resulted in an illustrative range of implied values per common share of the Company of  $18.75 to $20.00 per share. This analysis was presented to the Board of Directors for informational/reference purposes only and did not provide the basis for, and was not otherwise material to, the rendering of Morgan Stanley’s opinion.
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General
In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Company’s control. These include, among other things, the impact of competition on the Company’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.
Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, to the holders of the common shares of the Company (other than Elliott and holders of Owned Company Shares or Dissenting Common Shares) of the Per Share Price to be received by the holders of the common shares of the Company pursuant to the Merger Agreement, and in connection with the delivery of its oral opinion, and its subsequent written opinion, to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which the common shares of the Company might actually trade.
The Per Share Price was determined through arm’s length negotiations between the Company, the Elliott Funds and Siris and was approved by the Board of Directors. Morgan Stanley provided advice to the Company during these negotiations but did not recommend any specific merger consideration to the Company, or that any specific merger consideration constituted the only appropriate consideration for the Merger.
Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve the Merger Agreement and the Bermuda Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the recommendation of the Board of Directors with respect to the consideration to be received by holders of common shares of the Company pursuant to the Merger Agreement or of whether the Board of Directors would have been willing to agree to a different form or amount of consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.
Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation to any holders of common shares of the Company as to how to vote at the Special General Meeting to be held in connection with the Merger or whether to take any other action with respect to the Merger.
The Board of Directors retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions and finance positions and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Company, Siris, the Elliott Funds and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.
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Under the terms of its engagement letter, Morgan Stanley provided the Board of Directors with financial advisory services and a fairness opinion, described in this section and attached as Annex B to this proxy statement, in connection with the Merger, and the Company has agreed to pay Morgan Stanley for its services a fee that is expected to be approximately $19 million, substantially all of which is contingent upon the closing of the Merger. The Company has also agreed to reimburse Morgan Stanley for certain expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws, relating to or arising out of Morgan Stanley’s engagement.
In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have received aggregate fees of between $1 million and $5 million in connection with financing services provided to the Company. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have received aggregate fees of between $1 million and $5 million in connection with financing services provided to the Elliott Funds and its affiliates. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have received aggregate fees of between $25 million and $50 million in connection with financial advisory and financing services provided to Siris and its affiliates. In addition, Morgan Stanley or an affiliate thereof is currently a lender to the Company and certain affiliates of Siris. Morgan Stanley may also seek to provide such services to Siris, the Elliott Funds and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of these services.
Management Projections
In connection with the strategic process as described in this proxy statement, the Company’s management prepared certain non-public financial projections as to the potential future performance of the Company for the calendar years 2018 through 2022. Case A and Case B (each as defined below) were prepared for use by the Board of Directors in connection with its consideration of the Merger and other strategic alternatives available to the Company and in connection with the financial analyses performed by Morgan Stanley to deliver its fairness opinion to the Board of Directors. Case C (as defined below) was developed using more aggressive growth estimates and assumptions than those reflected in Case A and Case B (including higher rate of market growth, higher growth in Air segment booking fee revenue and higher levels of new business activities), which estimates and assumptions were considered by the Company’s management less likely to be achieved as a whole, and, therefore, the Board of Directors did not consider Case C to be representative of the likely outlook of the Company but rather a case that emphasized the upside opportunities of the Company. For the purposes of Morgan Stanley’s financial analyses and fairness opinion, the Board of Directors directed Morgan Stanley to base its financial analysis on Case A and Case B and to give materially more significance to Case A as compared to Case B. Morgan Stanley did not use or rely on Case C for purposes of its fairness opinion. Neither Case A nor Case B was presented to the Elliott Funds or Siris and, therefore, neither the Elliott Funds nor Siris considered either Case A or Case B in determining the Per Share Price. Case C (as defined below) was the only set of financial projections presented to the Elliott Funds and Siris to assist with their due diligence review (Case A, Case B and Case C, collectively, the “Management Projections”).
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The following tables present the Management Projections. Case A and Case B were presented to the Board of Directors on December 5, 2018. Case C was presented to the Board of Directors on October 11, 2018, and was shared by the Company’s management at the direction of the Board of Directors with the Elliott Funds and Siris on October 23, 2018. Case C was also presented to the Board of Directors on December 5, 2018 for reference only.
Case A
For the Year Ending December 31,
(In $ millions, except per share amounts)
2018E
2019E
2020E
2021E
2022E
Company Forecasts
Net revenue
$ 2,554 $ 2,677 $ 2,888 $ 3,114 $ 3,370
Adjusted EBITDA(1)
$ 590 $ 591 $ 614 $ 629 $ 648
Adjusted Net Income(2)
$ 186 $ 178 $ 184 $ 197 $ 212
Free Cash Flow(3)
$ 211 $ 180 $ 202 $ 209 $ 200
Derived by Morgan Stanley
Adjusted Net Income per Share – diluted (excluding eNett minority interest)(4)
$ 1.39 $ 1.28 $ 1.30 $ 1.36 $ 1.42
Unlevered Free Cash Flow(5)
$ 252 $ 233 $ 260 $ 263 $ 250
(1)
Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding depreciation and amortization of property and equipment, amortization of CLPs, interest expense, net (excluding unrealized gains (losses) on interest rate derivative instruments), components of net periodic pension and post-retirement benefit costs other than service cost and related income taxes.
(2)
Adjusted Net Income (Loss) is defined as net income (loss) excluding amortization of acquired intangible assets, gain (loss) on early extinguishment of debt, and items that are excluded under the Company’s debt covenants, such as income (loss) from discontinued operations, gain (loss) on sale of a subsidiary, non-cash equity-based compensation, certain corporate and restructuring costs, non-cash impairment of long-lived assets, certain litigation and related costs and other non-cash items such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivative instruments, along with any income tax related to these exclusions. Tax impacts not related to core operations have been excluded and, solely with respect to Case A and Case B, components of net periodic pension and post-retirement benefit costs other than service cost have also been excluded.
(3)
Free Cash Flow is defined as net cash provided by (used in) operating activities less cash used for additions to property and equipment.
(4)
Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest) is defined as Adjusted Net Income (Loss) for the period, excluding adjusted net income (loss) attributable to the non-controlling interest in eNett, divided by the weighted average number of dilutive common shares, and was derived by Morgan Stanley from the financial projections prepared by the Company based on the information provided by the Company and, with the Company’s approval, was used for purposes of the valuation work in connection with the delivery of Morgan Stanley’s fairness opinion as described in the section of this proxy statement captioned “—Fairness Opinion of Morgan Stanley & Co. LLC.”
(5)
Unlevered Free Cash Flow is defined as Free Cash Flow excluding interest and tax payments, less equity-based compensation (and related taxes) and taxes on income excluding amortization of acquired intangible assets and interest expense, in each case based on the information provided by the Company’s management, and was derived by Morgan Stanley from the financial projections prepared by the Company based on the information provided by the Company and, with the Company’s approval, was used for purposes of the valuation work in connection with the delivery of Morgan Stanley’s fairness opinion as described in the section of this proxy statement captioned “—Fairness Opinion of Morgan Stanley & Co. LLC.”
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In the Case A projections (“Case A”), net revenue and Adjusted EBITDA are projected to grow at a compounded annual growth rate (“CAGR”) of 7.2% and 2.4% from 2018 to 2022, respectively, based on the following assumptions: (1) revenue growth for the Travel Commerce Platform (“TCP”) of a CAGR of 7.4% and for technology services of a CAGR of 1.3%, (2) within TCP, Air revenue growth of a CAGR of 4.5% and Beyond Air revenue growth of a CAGR of 13.2%, (3) Reported Segments growth of a CAGR of 4.6%, (4) RevPas growth of a CAGR of 2.6%, (5) commissions growth of a CAGR of 11.3% (including amortization and impairment of CLPs growth of a CAGR of 2.9%) and (6) combined growth in technology costs and selling, general and administrative (“SG&A”) (excluding “Non-core corporate costs” (which consist primarily of corporate and restricting costs, equity-based compensation and related taxes, impairment of property and equipment, and unrealized gains (losses) on foreign currency derivative contracts)) of a CAGR of 2.1%.
In Case A, the Company furthermore projected Adjusted Net Income growth of a CAGR of 3.3% from 2018 to 2022 assuming: (1) depreciation on property and equipment remaining broadly stable, (2) an increase in amortization and impairment of CLPs of a CAGR of 2.9%, (3) an increase in interest expense, net (excluding unrealized gains (losses) on interest rate derivative contracts), of a CAGR of 2.0% and (4) an increase in the remaining provision for income taxes (excluding the tax impact of items excluded from Adjusted Net Income) of a CAGR of 2.9%.
Case A projects a Free Cash Flow decline of a CAGR of  (1.3)% from 2018 to 2022 assuming (1) a net cash provided by operating activities decline of a CAGR of  (1.4)% (using broadly similar assumptions as Case B for CLPs, interest payments, pension funding and working capital movements) and (2) a reduction in cash additions to property and equipment growth of a CAGR of  (1.6)%.
Case B
For the Year Ending December 31,
(In $ millions, except per share amounts)
2018E
2019E
2020E
2021E
2022E
Company Forecasts
Net revenue
$ 2,554 $ 2,677 $ 2,927 $ 3,178 $ 3,457
Adjusted EBITDA
$ 590 $ 591 $ 634 $ 663 $ 693
Adjusted Net Income
$ 186 $ 178 $ 199 $ 223 $ 248
Free Cash Flow
$ 211 $ 180 $ 217 $ 236 $ 237
Derived by Morgan Stanley
Adjusted Net Income per Share – diluted (excluding eNett minority interest)
$ 1.39 $ 1.28 $ 1.41 $ 1.56 $ 1.70
Unlevered Free Cash Flow
$ 252 $ 233 $ 275 $ 289 $ 285
The Case B projections (“Case B”) use less conservative assumptions compared to Case A for the rate of market and market share growth, the increase in commissions paid and the level of contribution from new business activities.
In Case B, net revenue and Adjusted EBITDA are projected to grow at a CAGR of 7.9% and 4.1% from 2018 to 2022, respectively, based on the following assumptions: (1) revenue growth for TCP of a CAGR of 8.1% and for technology services of a CAGR of 1.3%, (2) within TCP, Air revenue growth of a CAGR of 5.5% and Beyond Air revenue growth of a CAGR of 13.4%, (3) Reported Segments growth of a CAGR of 5.8%, driven by a combination of market and market share growth, (4) RevPas growth of a CAGR of 2.1%, (5) commissions growth of a CAGR of 11.8% (including amortization and impairment of CLPs growth of a CAGR of 2.9%), with a significant share of the total increase in commissions over the period driven by payment solutions and (6) combined growth in technology costs and SG&A (excluding “Non-core corporate costs”) of a CAGR of 2.2%.
The Company furthermore projected Adjusted Net Income growth of a CAGR of 7.5% from 2018 to 2022 assuming: (1) depreciation on property and equipment remaining broadly stable, (2) an increase in amortization and impairment of CLPs of a CAGR of 2.9%, (3) an increase in interest expense, net
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(excluding unrealized gains (losses) on interest rate derivative contracts), of a CAGR of 1.4%, assuming prepayment of a portion of the principal amount of debt and (4) an increase in the remaining provision for income taxes (excluding the tax impact of items excluded from Adjusted Net Income (Loss)) of a CAGR of 7.2%, assuming the effective tax rate remains broadly stable.
Finally, the Company projected Free Cash Flow growth of a CAGR of 2.9% from 2018 to 2022 assuming (1) net cash provided by operating activities growth of a CAGR of 1.2%, absorbing higher CLPs, cash income taxes, interest payments and pension funding in addition to a lower contribution from working capital movements and (2) a reduction in cash additions to property and equipment of a CAGR of  (1.6)%.
Case C
For the Year Ending December 31,
(In $ millions)
2018E
2019E
2020E
2021E
2022E
Company Forecasts
Net revenue
$ 2,551 $ 2,754 $ 3,006 $ 3,306 $ 3,593
Adjusted EBITDA
$ 591 $ 593 $ 654 $ 708 $ 753
Adjusted Net Income
$ 183 $ 156 $ 193 $ 230 $ 266
Free Cash Flow
$ 211 $ 121 $ 213 $ 263 $ 295
The Company shared the Case C projections (“Case C”) with the Elliott Funds and Siris in October 2018 to assist the Elliott Funds and Siris with their due diligence review and to emphasize the upside opportunities of the Company.
Case C is not directly comparable to Cases A and B because Cases A and B reflected adjusted forecasts of new subscriber contract wins, recent partnership activities, latest Company restructuring initiatives and amended expectations on cash additions to property and equipment and CLPs. While Case C did not include such updates, Case C overall assumed a higher rate of market growth, higher growth in Air segment booking fee revenue and higher levels of new business activities.
2018 and 2019 Forecasts
In addition to Case C, in November 2018, the Company’s management presented to the Elliott Funds and Siris the Company’s forecast for fiscal year 2018 and preliminary budget for fiscal year 2019 (the “2018 and 2019 Forecasts”), reflecting revised figures to those contained in Case C as presented to the Elliott Funds and Siris on October 23, 2018, including with respect to net revenue and commissions for these two years, resulting in lower net revenue minus commissions for fiscal year 2019, largely offset by new cost savings initiatives. The update for 2019 also included lower depreciation and amortization expenses and lower cash outflows related to CLPs. The 2018 and 2019 Forecasts were separate from, and did not constitute an update to, Case C.
The following figures were presented to the Elliott Funds and Siris on November 19, 2018.
For the Year Ending
December 31,
(In $ millions)
2018E
2019E
Net revenue
$ 2,554 $ 2,656
Adjusted EBITDA
$ 590 $ 591
Adjusted Net Income
$ 185 $ 173
Free Cash Flow
$ 211 $ 181
The Management Projections and the 2018 and 2019 Forecasts were developed by the Company’s management without giving effect to the Merger or the other transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger or costs related to other transactions contemplated by the Merger Agreement and the
54

Bermuda Merger Agreement. Furthermore, the Management Projections and the 2018 and 2019 Forecasts do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement to be completed and should not be viewed as accurate or continuing in that context.
While the Company has from time to time provided limited quarterly and full-year financial guidance in its regular earnings press releases and other investor materials, the Company’s management team has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates. The Management Projections and the 2018 and 2019 Forecasts are included herein because (1) Case C and the 2018 and 2019 Forecasts were made available to the Elliott Funds and Siris in connection with their due diligence review, (2) Case A and Case B were made available to Morgan Stanley by the Company’s management and were approved by the Board of Directors for use in connection with its financial analysis as described in the section of this proxy statement captioned “—Fairness Opinion of Morgan Stanley & Co. LLC” and (3) Case A and Case B were made available to the Board of Directors in connection with its consideration of the Merger and other strategic alternatives available to Travelport, and Case C was made available to the Board of Directors for reference purposes. The Management Projections and the 2018 and 2019 Forecasts were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of the Company’s management, the Management Projections and the 2018 and 2019 Forecasts have been reasonably prepared by the Company’s management on bases reflecting the best available information at the time of preparation and judgments of the Company’s management of the future financial performance of the Company and other matters covered thereby. However, the information contained in the Management Projections and the 2018 and 2019 Forecasts is not fact and should not be relied upon as being necessarily indicative of future results.
Although the Management Projections and the 2018 and 2019 Forecasts are presented with numerical specificity, they reflect numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Management Projections and the 2018 and 2019 Forecasts reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Management Projections and the 2018 and 2019 Forecasts constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections and the 2018 and 2019 Forecasts, including, but not limited to, the Company’s performance, industry performance, general business and economic conditions, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in the Company’s reports filed with the SEC. There can be no assurance that the Management Projections and the 2018 and 2019 Forecasts will be realized or that actual results will not be significantly higher or lower than forecast. The Management Projections and the 2018 and 2019 Forecasts cover several years and such information by its nature becomes less reliable with each successive year. In addition, the Management Projections and the 2018 and 2019 Forecasts will be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections and the 2018 and 2019 Forecasts reflect assumptions as to certain business decisions that are subject to change. The Management Projections and the 2018 and 2019 Forecasts cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management Projections and the 2018 and 2019 Forecasts should not be regarded as an indication that the Company, Morgan Stanley, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Management Projections and the 2018 and 2019 Forecasts herein should not be deemed an admission or representation by the Company that the Company views such Management Projections and the 2018 and 2019 Forecasts as material information; in fact the Company views the Management Projections and the 2018 and 2019 Forecasts as non-material because of the
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inherent risks and uncertainties associated with such long-range forecasts. The inclusion of the Management Projections and the 2018 and 2019 Forecasts in this proxy statement should not be regarded as an indication that the Management Projections or the 2018 and 2019 Forecasts will be necessarily predictive of actual future events. No representation is made by the Company or any other person regarding the Management Projections, the 2018 and 2019 Forecasts or the Company’s ultimate performance compared to such information. The Management Projections and the 2018 and 2019 Forecasts should be evaluated, if at all, in conjunction with the historical consolidated financial statements and other information contained in the Company public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management Projections and the 2018 and 2019 Forecasts, shareholders are cautioned not to place undue, if any, reliance on the Management Projections and the 2018 and 2019 Forecasts.
Neither the Company’s independent auditor nor any other independent accountant has compiled, examined, or performed any procedures with respect to the Management Projections or the 2018 and 2019 Forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability.
Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Share—diluted, Adjusted Net Income (Loss) per Share—diluted (excluding eNett minority interest), Free Cash Flow and Unlevered Free Cash Flow contained in the Management Projections and the 2018 and 2019 Forecasts set forth above, are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The summary of such information above is included solely to give shareholders access to the information that was made available to Morgan Stanley, Elliott, Siris and the Board of Directors, and is not included in this proxy statement in order to influence any shareholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to the common shares of the Company.
In addition, the Management Projections and the 2018 and 2019 Forecasts have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, the Company does not intend to update or otherwise revise the Management Projections, the 2018 and 2019 Forecasts or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.
Interests of Travelport’s Directors and Executive Officers in the Merger
When considering the recommendation of the Board of Directors that you vote to approve the Merger Proposal and the Compensation Advisory Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of shareholders generally, as more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Proposal and the Compensation Advisory Proposal and recommending that the Merger Proposal and the Compensation Advisory Proposal be approved by shareholders. These interests are described in more detail below and, where applicable, are quantified in the narrative and the tables below.
Arrangements with Parent
As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Company or one or more of its affiliates. Prior to and following the Closing,
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however, certain of our executive officers may have discussions, and following the Closing, may enter into agreements with Parent or the Surviving Company, its subsidiaries or its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Company or one or more of its affiliates.
Insurance and Indemnification of Directors and Executive Officers
The Merger Agreement provides that the Surviving Company and its subsidiaries will (and Parent will cause the Surviving Company and its subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its subsidiaries pursuant to any indemnification agreements between the Company and any of its subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its subsidiaries prior to the Effective Time), on the other hand, in effect on the date of the Merger Agreement and made available to Parent (the “Existing Indemnification Agreements”). In addition, during the period commencing at the Effective Time and for six years thereafter, the Surviving Company and its subsidiaries will (and Parent will cause the Surviving Company and its subsidiaries to) cause the organizational documents of the Surviving Company and its subsidiaries to contain provisions with respect to indemnification, exculpation and advancement of expenses that are at least as favorable for periods prior to the Effective Time as the indemnification, exculpation and advancement of expenses provisions set forth in the organizational documents of the Company and its subsidiaries, as applicable, as of the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.
In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Company will (and Parent must cause the Surviving Company to) indemnify and hold harmless each current or former director or officer of the Company or the Company’s subsidiaries, to the fullest extent such persons are indemnified as of the date of the Merger Agreement pursuant to applicable law, the organizational documents of the Company or any of its subsidiaries and the Existing Indemnification Agreements, as applicable, from and against all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of, or pertaining, directly or indirectly, to (1) the fact that an Indemnified Person was at any time at or prior to the Effective Time a director, officer, employee or agent of the Company or such subsidiary and (2) any action or omission, or alleged action or omission occurring at or prior to the Effective Time (including in connection with the approval of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement including the Merger (collectively, the “Transactions”)), in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its subsidiaries, or taken at the request of the Company or such subsidiary (including in connection with serving at the request of the Company or such subsidiary as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan)). The Merger Agreement also provides that the Surviving Company will (and Parent must cause the Surviving Company to) advance all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding provided that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification, and only to the extent required by applicable law, the charter, the bye-laws or other applicable organizational documents of the subsidiaries of the Company or applicable indemnification agreements.
In addition, without limiting the foregoing, unless the Company has purchased a “tail” policy prior to the Effective Time (which the Company may purchase, provided that the premium for such insurance does not exceed 300% of the aggregate annual premiums paid for our last full fiscal year), the Merger Agreement requires Parent to cause the Surviving Company to maintain, on terms substantially equivalent to and in any event not less favorable in the aggregate to the indemnified parties, the Company’s directors’ and officers’ insurance policies for a period of at least six years commencing at the Effective Time. Neither Parent nor the Surviving Company will be required to pay premiums for such policy to the extent such
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premiums exceed, on an annual basis, 300% of the aggregate annual premiums currently paid by the Company, and if the premium for such insurance coverage would exceed such amount Parent shall be obligated to cause the Surviving Company to obtain the greatest coverage available for a cost equal to such amount.
Treatment of Company Options, Company RSUs and Company PSUs
The Company has from time to time granted time-based awards under the Travelport Worldwide Limited 2013 Equity Plan and Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan, of Company Options, Company RSUs and Company PSUs. The Company also granted Company RSUs and Company PSUs under a separate plan adopted in connection with an acquisition by the Company in 2015 (collectively, with the Travelport Worldwide Limited 2013 Equity Plan and Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan, the “Company Equity Plans”).
As of January 8, 2019, there were 453,848 common shares subject to outstanding Company Options (with an exercise price below the Per Share Price), 548,687 common shares subject to outstanding Company RSUs, and 1,598,208 common shares subject to outstanding Company PSUs (based on the applicable performance-based vesting requirements at target payout levels, other than Company PSUs that vest based on, among other conditions, cumulative performance from 2016 to 2018, for which vesting will be based on actual performance that is currently estimated to be above target payout), in each case, held by our directors and executive officers, as a group.
The Merger Agreement provides for the treatment set forth below with respect to the awards held by the Company’s non-employee directors, executive officers and all other participants in the Company Equity Plans:

At the Effective Time, each Company RSU (whether vested or unvested) will be automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to: (1) the amount of the Per Share Price, multiplied by (2) the total number of common shares of the Company subject to such Company RSU, plus any accrued dividends thereon.

At the Effective Time, each Company PSU (whether vested or unvested) will be automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to: (1) the amount of the Per Share Price, multiplied by (2) the total number of common shares of the Company subject to such Company PSU, plus any accrued dividends thereon. The number of common shares subject to a Company PSU award with performance-based vesting in which the performance period is still outstanding as of the Effective Time will be deemed to be the number of common shares eligible to vest based on the greater of, with respect to the performance metrics applicable to such Company PSU, (A) target performance and (B) actual performance determined as if the applicable performance period ended immediately prior to the Effective Time.

At the Effective Time, each Company Option (whether vested or unvested) will be automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to: (1) the amount of the Per Share Price (less the exercise price per share attributable to such Company Option), multiplied by (2) the total number of common shares of the Company issuable upon exercise in full of such Company Option. Any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than $15.75 will be cancelled immediately upon the Effective Time without payment or consideration.
Company ESPP
Pursuant to the Merger Agreement, in December 2018, the Company suspended the future offerings under the Travelport Worldwide Limited 2014 Employee Share Purchase Plan including the United Kingdom and Ireland sub plans (collectively, the “Company ESPP”). All participant contributions received until December 31, 2018 were used to purchase common shares of the Company in accordance with the terms of the Company ESPP.
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Summary of Outstanding Equity Awards
The table below sets forth the number of vested Company Options, unvested Company Options, Company RSUs and Company PSUs held by the Company’s executive officers and directors, and the value that the executive officers and directors can expect to receive for such equity-based awards at the Effective Time based on the Per Share Price, assuming for this purpose that the Merger was completed on January 8, 2019 (the last practicable date before the filing of this proxy statement). Certain awards that are now unvested and included in the table below may vest or be forfeited pursuant to their terms, independent of the Merger, until the Effective Time of the Merger.
Name
Unvested
Company
Options
(#)
Unvested
Company
Options
($)
Vested
Company
Options
(#)
Vested
Company
Options
($)
Company
RSUs
(#)(1)
Company
RSUs
($)(2)
Company
PSUs
(#)(3)
Company
PSUs
($)(4)
Total
($)
Named Executive Officers
Gordon A. Wilson
127,487 321,268 127,488 321,270 182,849 2,964,492 763,210 12,431,278 16,038,308
Bernard Bot
72,384 1,178,931 288,989 4,724,253 5,903,184
Stephen Shurrock
43,335 123,505 43,335 123,505 60,324 980,484 259,757 4,244,597 5,472,091
Matthew Minetola
43,156 108,754 50,390 131,014 46,955 760,091 190,304 3,095,125 4,094,984
Margaret K. Cassidy
9,328 23,507 9,329 23,509 25,268 407,809 95,948 1,554,146 2,008,971
Directors
Douglas M. Steenland
65,156 1,028,881 1,028,881
Elizabeth L. Buse
25,060 395,724 395,724
Steven R. Chambers
25,060 395,724 395,724
Michael Durham
6,857 109,026 109,026
Scott E. Forbes
6,857 109,026 109,026
Douglas Hacker
25,060 395,724 395,724
John B. Smith
6,857 109,026 109,026
(1)
Includes 101,937 vested Company RSUs held by certain directors who deferred delivery of the underlying shares.
(2)
This number reflects the value of each Company RSU at $15.75 per unit, plus accrued notional dividends that will be payable, in cash, at the time of vesting.
(3)
The number of common shares shown in this column is based on the assumption that the applicable performance-based vesting requirements are achieved at target payout levels, except that for the Company’s PSUs that vest based on, among other conditions, cumulative performance from 2016 to 2018, vesting will be based on actual performance that is currently estimated to be above target.
(4)
This number reflects the value of each Company PSU at $15.75 per unit, plus accrued notional dividends that will be payable, in cash, at the time of vesting.
Severance Entitlements
The Company entered into service agreements, employment agreements or letter agreements with each of its named executive officers, some of which provide for severance in the event of certain qualifying terminations (as further described below).
Mr. Wilson’s service agreement provides for the following severance in the event his employment is terminated without cause by the Company or by an acquirer of the Company’s business or assets, or if he resigns in circumstances where he is entitled to resign in response to a fundamental breach of contract by the Company: two times his then annual base salary and 100% of his target annual bonus, payable in a lump sum within 14 days following termination of employment. The Company must also provide Mr. Wilson
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with twelve months of notice of termination or payment in lieu of notice (with certain exceptions in connection with a termination due to misconduct and certain other events set forth in his employment agreement), in addition to any statutorily required severance amount to which Mr. Wilson would be entitled to receive under U.K. law.
Messrs. Bot and Shurrock’s respective employment agreements do not provide for severance. However, under each employment agreement, the Company must provide Mr. Bot and Mr. Shurrock with twelve months of notice of termination or payment in lieu of notice (with certain exceptions in connection with a termination due to misconduct and certain other events set forth in their respective employment agreements). Such amounts are in addition to statutorily required severance amounts that Mr. Bot and Mr. Shurrock would be entitled to receive under U.K. law, as well as limited severance amounts based on years of service that the Company typically pays to U.K. employees who are made redundant.
Mr. Minetola’s letter agreement provides for the following severance in the event his employment is terminated without cause by the Company: the sum of  (i) one year of his annual base salary plus (ii) pro-rata bonus (based on the period of time worked during the year of termination) at target, payable in lump sum within sixty days following termination of his employment, plus (iii) outplacement benefits pursuant to Company policy. Such severance pay and benefits are subject to Mr. Minetola’s timely execution and non-revocation of a separation agreement and general release.
Ms. Cassidy’s letter agreement provides for the following severance in the event her employment is terminated by the Company other than for cause, Ms. Cassidy resigns from her employment as the result of a “constructive termination” (as defined below): (i) one year of her annual base salary; (ii) pro-rata bonus (based on the period of time worked during the year of termination) at target, payable in lump sum within sixty days following termination of her employment; (iii) Company subsidization or payment of COBRA premiums and group life insurance benefits for twelve months following termination (so that Ms. Cassidy will pay the same monthly premiums as active executive vice presidents for the same coverage during such time, to the extent that she participates in such benefits); and (iv) outplacement benefits pursuant to Company policy. Such severance pay and benefits are subject to Ms. Cassidy’s timely execution and non-revocation of a separation agreement and general release.
“Constructive termination” is generally defined in Ms. Cassidy’s employment agreement as the following: (1) the Company’s removal from the position of Executive Vice President and General Counsel; (2) Company’s reduction of base annual salary or target bonus (other than as a result of a broad-based reduction in employee compensation which impacts all other executive vice presidents in the United States); (3) the failure of the Company to pay compensation or benefits to Ms. Cassidy when due, in each case which is not cured within 30 days following the Company’s receipt of written notice from Ms. Cassidy describing such event; (4) the failure of the Company to obtain the assumption in writing of its obligation to perform the obligations of her employment agreement by any successor; and/or (5) the Company’s elimination or discontinuation of Ms. Cassidy’s job or position, if Ms. Cassidy is not offered a comparable position within Travelport (such comparability analysis shall include the following as compared with her then-current position: (a) the location of the position offered; (b) the total compensation of the position offered including base pay, variable pay and other benefits; and (c) the primary duties and responsibilities of the position offered (as reasonably determined by the Company)); provided that, in any case, Ms. Cassidy provided written notice to the Company within thirty days after the discovery of such alleged “constructive termination” event, the Company failed to cure such event within thirty days of such notice, and Ms. Cassidy terminates her employment within twenty days following expiration of the Company’s cure period.
Non-qualified Deferred Compensation (“NQDC”)
Our U.S. named executive officers are participants in the Travelport Officer Deferred Compensation Plan (the “ODCP”), pursuant to which their respective balances will be paid upon the Transaction. As of January 8, 2019, the ODCP balances for Mr. Minetola and Ms. Cassidy were $42,765 and $34,719, respectively.
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Payments Upon Termination At or Following Change in Control
The table below, along with its footnotes, are intended to provide the information required by Item 402(t) of Regulation S-K regarding the amount of compensation payable to each of Travelport’s named executive officers that is based on or otherwise related to the Merger. The calculations for the “double-trigger” payments (i.e. payable only upon both a change in control and related termination) below are determined using the Per Share Price and are based on certain other assumptions that may or may not actually occur or be accurate on the relevant date and do not reflect certain compensation actions that may occur before the Effective Time. Included in these assumptions, among others, is the possibility that each of the Company’s named executive officers may experience a termination in connection with the change of control immediately following the consummation of the Merger.
Some of these assumptions, are based on information not currently available and, as a result, the actual amounts, if any, to be received by the Company’s named executive officers may differ in material respects from the amounts set forth below. This Merger-related compensation is subject to a non-binding advisory vote of Travelport shareholders, as set forth in the section of this proxy statement captioned, “Proposal 3: Approval of the Compensation Advisory Proposal.” For purposes of calculating the amounts included in the table below, we have assumed January 8, 2019 as the Closing Date of the Merger and that the employment of each of the Company’s named executive officers experiences a termination immediately following the consummation of the Merger.
Please further note that the employment agreements and equity award agreements entered into with Travelport’s named executive officers do not provide for “single trigger” vesting upon a change in control alone, and severance payments are made only if the executive experiences a “covered” termination of employment, which includes a termination by the Company without cause, and in the case of Messrs. Wilson, Bot and Shurrock, a resignation due to a fundamental breach of contract and, in the case of Ms. Cassidy, due to a constructive termination.
Name
Cash
($)(1)
Equity
($)(2)
Pension/NQDC
($)(3)
Perquisites/​
Benefits
($)(4)
Total
($)
Gordon A. Wilson
3,667,040 16,038,308 19,705,348
Bernard Bot
0 5,903,184 5,903,184
Stephen Shurrock
0 5,472,091 5,472,091
Matthew Minetola
418,246 4,094,984 42,765 18,000 4,573,995
Margaret K. Cassidy
364,825 2,008,971 34,719 20,501 2,429,016
(1)
For Mr. Wilson, this represents a cash severance payment of two times the sum of his annual base salary plus 100% of his target bonus, payable in a lump sum within 14 days following termination of employment. For Mr. Minetola and Ms. Cassidy, this represents a cash severance payment of one times his or her annual base salary plus pro-rata target bonus for 2019, payable in a lump sum within sixty days following termination of employment. Travelport is also required to give Messrs. Wilson, Bot and Shurrock 12 months of notice or pay in lieu of notice, which is not reflected in the table above. Further, the table above does not include any U.K. statutory severance or severance that may be payable consistent with what is typically paid to U.K. employees who are made redundant. In the case of Mr. Minetola and Ms. Cassidy, he or she must execute, deliver and not revoke a separation agreement and general release in order to receive these benefits. The cash payments described above include the components described below. Please note that Mr. Wilson’s salary and bonus are paid in British pounds, which have been converted to U.S. dollars at the applicable exchange rate for January 8, 2019. Each of the Company’s named executive officers’ severance entitlements is further described above in the section captioned “—Interests of Travelport’s Directors and Executive Officers in the Merger—Severance Entitlements.” The severance-based payments are “double-trigger” in nature in that they will not become payable upon the Merger alone—the applicable executive has to also incur a qualifying termination.
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Name
Annual Base
Salary
(US$)
Target
Bonus (%)
Pro-Ration
Factor for
Target Bonus
Total Cash
Severance
(US$)
Gordon A. Wilson
733,408 150% 2.00000 3,667,040
Matthew Minetola
409,275 100% 0.02192 418,246
Margaret K. Cassidy
357,000 100% 0.02192 364,825
(2)
As further described above in the section captioned “—Interests of Travelport’s Directors and Executive Officers in the Merger—Treatment of Company Options, Company RSUs and Company PSUs,” the equity amount consists of the value attributable to the acceleration, and payment to be received upon cancellation of, Company Options, Company RSUs and Company PSUs. The total payments in respect of the Company PSUs is based on the assumption that the applicable performance-based vesting requirements are achieved at target payout levels, except that for the Company PSUs that vest based on, among other conditions, cumulative performance from 2016 to 2018, vesting will be based on actual performance that is currently estimated to be above target, and include notional dividends that have accrued on Company RSUs and Company PSUs.
The amounts shown do not attempt to forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this proxy statement. Depending on when the Closing Date occurs, certain equity-based awards will vest and be settled prior to the Effective Time in accordance with their terms. In accordance with the Merger Agreement, the equity-based payments are “single-trigger” in nature as they will become payable immediately upon the Closing Date, whether or not employment is terminated.
Set forth below are the values for each type of equity incentive award that would vest and/or become payable in connection with the Merger, assuming the Price Per Share, excluding any previously vested Company RSUs, Company PSUs, or shares received upon exercise of previously vested Company Options. The value of Company Options is calculated as (1) the amount of the Per Share Price (less the exercise price per share attributable to such Company Option where the exercise price per share is below the Per Share Price), multiplied by (2) the total number of common shares of the Company issuable upon exercise in full of such Company Option. The table also includes the notional amounts of dividends on the Company RSUs and the Company PSUs that would become payable along with the equity-based payments, in accordance with the Merger Agreement.
Name
Company
Options
($)
Company
RSUs
($)
Notional Dividends
on Company RSUs
($)
Company
PSUs
($)
Notional Dividends
on Company PSUs
($)
Total
($)
Gordon A. Wilson
642,538 2,879,872 84,620 12,020,557 410,721 16,038,308
Bernard Bot
1,140,048 38,883 4,551,577 172,676 5,903,184
Stephen Shurrock
247,010 950,103 30,381 4,091,173 153,424 5,472,091
Matthew Minetola
239,768 739,541 20,550 2,997,288 97,837 4,094,984
Margaret K. Cassidy
47,016 397,971 9,838 1,511,181 42,965 2,008,971
(3)
NQDC or non-qualified deferred compensation balances are as of January 8, 2019. The Merger Agreement does not trigger acceleration of any other pension or retirement benefits.
(4)
The amounts shown in the table above represent Travelport’s cost of outplacement (for Mr. Minetola and Ms. Cassidy) and continued life insurance at active employee rates for 12 months (for Ms. Cassidy only), subject to the execution, delivery and non-revocation of a separation agreement and general release. These amounts do not include payments and benefits to the extent they are provided on a non-discriminatory basis to our salaried employees generally upon termination of employment, such as: (i) accrued base salary and, for U.K. executive officers, holiday pay (as applicable), (ii) earned but unpaid bonuses and (iii) distributions of plan balances under our 401(k) plan or other defined contribution plans, including, for example, the plans in which our U.K. executive officers participate.
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Financing of the Merger
The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financial condition.
The amounts committed under the financing commitments described in this section, together with cash on hand at Travelport, include the funds needed to cover (1) the payment to shareholders and holders of equity-based awards of the amounts payable in connection with the Merger pursuant to the Merger Agreement, (2) the repayment, prepayment or discharge of certain indebtedness of Travelport, and (3) the payment of all fees and expenses required to be paid by Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, including those required to be paid at Closing in connection with the Merger and the financing thereof.
The amounts committed under the Commitment Letters may not be sufficient to consummate the Merger. Those amounts might be insufficient if, among other things, one or more of the parties to the Commitment Letters fail to fund the committed amounts in breach of such Commitment Letters or if the conditions to such commitments are not met. Although obtaining the proceeds of any financing, including the financing under the financing commitments, is not a condition to the consummation of the Merger, the failure of Parent and Merger Sub to obtain any portion of the Equity Financing or Debt Financing (or any alternative financing) is likely to result in the failure of the Merger to be completed. In that case, Parent may be obligated to pay Travelport a termination fee of  $124.6 million, as described in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees.”
Equity Financing
Pursuant to the Equity Commitment Letters, the Guarantors have agreed to provide Parent with up to $1.08 billion in cash available to fund a portion of the aggregate purchase price and to pay the fees and expenses required to be paid at the Closing of the Merger by Travelport, Parent and Merger Sub contemplated by, and subject to the terms and conditions of, the Merger Agreement. In addition, pursuant to their Equity Commitment Letter, the Elliott Funds have agreed to contribute at Closing to Parent 6,751,409 common shares of the Company held by them in exchange for equity in Parent.
The Equity Commitment Letters provide, among other things, that: (1) Travelport is an express third party beneficiary thereof in connection with Travelport’s exercise of its rights related to specific performance under the Merger Agreement; and (2) neither Parent nor any of the Guarantors will oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise of such third party beneficiary rights. No Equity Commitment Letter may be waived, amended or modified except by a written instrument signed by Parent, the Guarantors party thereto and Travelport.
Debt Financing
Pursuant to the Debt Commitment Letter, the Lenders have committed, subject to the terms thereof, to provide Parent with up to $3.3 billion as well as a committed $150 million first lien revolving credit facility, a portion of which will be available at Closing. The Financing will be available to fund a portion of the aggregate purchase price and to finance the repayment, prepayment or discharge of certain indebtedness of Travelport and to pay the fees and expenses required to be paid at the Closing of the Merger by Travelport, Parent and Merger Sub contemplated by, and subject to the terms and conditions of, the Merger Agreement. The commitments of the Lenders to provide the Debt Financing remain in effect until the fifth business day after the Termination Date unless the Merger Agreement is terminated prior thereto or the Merger is consummated without the funding of the Debt Financing.
The availability of the Debt Financing is subject to limited conditions precedent, customary for financings of transactions comparable to the Merger. Pursuant to the Merger Agreement, Parent and Merger Sub have agreed to use their respective reasonable best efforts to satisfy all such conditions precedent, to cause the Lenders to fund the Debt Financing at Closing and to otherwise enforce their rights under the Debt Commitment Letters. Parent and Merger Sub have also agreed not to permit any amendment, replacement, supplement, modification or waiver of the Debt Commitment Letters in a
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manner that would or would reasonably be expected to reduce the aggregate amount of the Financing to less than the amount required to consummate the Merger, materially delay or prevent the Closing of the Merger, make the funding of the Debt Financing less likely to occur or adversely impact the rights of Parent to enforce its rights against the Lenders.
Limited Guarantees
Pursuant to the Limited Guarantees, each of the Guarantors has agreed to guarantee Parent’s obligation to pay any termination fee or damages awards and to reimburse Travelport with respect to certain expenses in connection with the Merger, subject to an aggregate cap of  $64.9 million for each of the Elliott Funds and Siris Cayman Fund IV.
Subject to certain exceptions, the Limited Guarantees will terminate upon the earliest of:

the indefeasible payment of the obligations of the relevant Guarantor under its respective Limited Guarantee, up to a cap of  $64.9 million;

the Closing;

the termination of the Merger Agreement in accordance with its terms in a circumstance in which the Parent would not be obligated to pay the Parent Termination Fee (as defined in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Termination Fees”) (but the Limited Guarantees shall survive with respect to any continuing reimbursement obligations of Parent);

four months after termination of the Merger Agreement, if the Merger Agreement is terminated (i) due to the imposition of a permanent injunction or other judgment or order that has the effect prohibiting, making illegal or enjoining the consummation of the Merger or the enactment, entry or enforcement of any statute, rule, regulation or order that prohibits, makes illegal or enjoins the consummation of the Merger, (ii) following the Termination Date, (iii) by Travelport if Parent or Merger Sub has materially breached or failed to perform any of its respective representations, warranties, covenants or other agreements, subject to a cure period or (iv) if all conditions to Closing have been satisfied, Travelport has irrevocably notified Parent in writing that it is ready, willing and able to consummate the Merger, Travelport has given Parent written notice stating Travelport’s intention to terminate the Merger Agreement and Parent and Merger Sub fail to consummate the Merger; and

the date on which Travelport asserts any claim against a Guarantor under the Equity Commitment Letters or certain related parties of the Guarantors, including their current or future direct or indirect equity holders, controlling persons, directors, officers, employees, agents or co-investors, in violation of the Limited Guarantees.
The Voting Agreement
The following summary describes the material provisions of the Voting Agreement. The description of the Voting Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Voting Agreement, which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. We encourage you to read the form of the Voting Agreement carefully and in its entirety because this summary may not contain all the information about the Voting Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Voting Agreement and not by this summary or any other information contained in this proxy statement. Concurrently with the execution of the Merger Agreement, the Elliott Funds holding common shares of the Company representing approximately 5% of Travelport’s total issued and outstanding shares as of December 6, 2018 (the “Voting Agreement Shareholders”) entered into a Voting Agreement pursuant to which such parties have committed to vote their common shares of the Company in favor of, and take certain other actions in furtherance of, the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, including the Merger. The Voting Agreement will terminate upon the earliest to occur of  (1) the Effective Time or (2) the termination of the Merger Agreement in accordance with its terms.
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Voting Provisions
Under the Voting Agreement, the Voting Agreement Shareholders have agreed, subject to the terms and conditions in the Voting Agreement and during the term of the Voting Agreement, to vote all of their common shares (1) in favor of the approval of the Merger Proposal, (2) in favor of the approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Proposal on the date on which such meeting is held, (3) against approval of any proposal, transaction, agreement or action, without regard to the terms of such proposal, transaction, agreement or action, made in opposition to, in competition with or inconsistent with, the Merger Proposal, other than upon a Company Board Recommendation Change and (4) in favor of any other matter or action necessary or appropriate to or in furtherance of the consummation of the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement.
Restrictions on Transfer
Pursuant to the Voting Agreement, except for (1) with the prior written consent of Travelport, (2) as expressly contemplated by the Equity Commitment Letter (as defined in the Merger Agreement) and the transactions contemplated thereby or (3) transfers of common shares of the Company between the Elliott Funds or entities under their control and transfers between certain accounts (subject to certain exceptions), the Voting Agreement Shareholders have agreed that until the termination of the Voting Agreement, the Voting Agreement Shareholders will not, directly or indirectly: (A) sell, pledge, assign, gift, grant an option with respect to, transfer, tender or dispose (by merger, by testamentary disposition, by operation of law or otherwise) of any common shares of the Company subject to the Voting Agreement or any interest in such common shares; (B) create or permit to exist any liens (except any liens that are not material to the Voting Agreement Shareholders’ performance of their respective obligations under the Voting Agreement), other than liens arising under or imposed by applicable laws or pursuant to the Voting Agreement, the Merger Agreement (or the transactions contemplated thereby) or any permitted transfers; (C) deposit any common shares subject to the Voting Agreement into a voting trust or enter into a voting agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that is inconsistent with the Voting Agreement; or (D) agree or commit (whether or not in writing) to take any of the actions referred to in the foregoing clauses (A) through (C).
Irrevocable Proxy
The Voting Agreement Shareholders have each granted Travelport an irrevocable proxy to vote such Voting Agreement Shareholder’s shares which are subject to the Voting Agreement in accordance with the Voting Agreement in the event of a failure by either of the Voting Agreement Shareholders to act in accordance with such Shareholder’s obligations as to voting pursuant the Voting Agreement as outlined under the section of this proxy statement captioned “—Voting Provisions” above.
Termination
The Voting Agreement, and the rights and obligations of each party thereto, will terminate upon the earlier to occur of  (1) the Effective Time or (2) the valid termination of the Merger Agreement in accordance with its terms.
Closing and Effective Time
The Closing of the Merger will take place (1) on a date to be agreed upon by Travelport, Parent and Merger Sub that is no later than the third business day after the later of: (A) the satisfaction or waiver (to the extent permitted under the Merger Agreement) of all conditions to the Closing of the Merger (described under the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the Closing of the Merger) and (B) the completion of the Marketing Period (as described in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement, the Bermuda Merger Agreement and the Merger—Financing—Marketing Period and Efforts”) or (2) such other time and date agreed to in writing by Travelport, Parent and Merger Sub. The Merger will become effective upon the issuance of a Certificate of Merger with respect to the Merger by the Registrar of the Companies in Bermuda.
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Dissenters’ Rights of Appraisal for Company Shareholders
Any shareholder who does not vote in favor of the Merger Proposal and who is not satisfied that it has been offered fair value for its common shares of the Company may, within one month of the giving of the notice calling the Special General Meeting, apply to the Bermuda Court to appraise the fair value of its common shares of the Company, provided that such shareholder fully complies with the requirements of the Companies Act.
FOR THE AVOIDANCE OF DOUBT, A FAILURE OF A DISSENTING SHAREHOLDER TO AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL WILL NOT CONSTITUTE A WAIVER OF ITS RIGHT TO HAVE THE FAIR VALUE OF ITS COMMON SHARES OF THE COMPANY APPRAISED, PROVIDED THAT SUCH DISSENTING SHAREHOLDER DID NOT VOTE IN FAVOR OF THE MERGER PROPOSAL.
The Bermuda Court can determine the fair value to be greater than, less than, or equal to the Per Share Price. Where the Bermuda Court has appraised the fair value of any common shares of the Company and the Merger has been consummated prior to the appraisal (as is anticipated) then, within one month of the Bermuda Court appraising the value of the common shares, the Surviving Company shall pay to such Dissenting Shareholder the Per Share Price, plus the difference, if positive, between the Per Share Price and the “fair value” of such common shares, as appraised by the Bermuda Court.
There is no right of appeal from an appraisal by the Bermuda Court. The costs of any application to the Bermuda Court to appraise the fair value of common shares of the Company shall be at the discretion of the Bermuda Court.
Accounting Treatment
The Merger will be accounted for as an acquisition of the Company by the Parent under the acquisition method of accounting in accordance with GAAP. The Parent will be treated as the acquirer for accounting purposes.
Material U.S. Federal Income Tax Consequences of the Merger
The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders of common shares whose shares are converted into the right to receive cash pursuant to the Merger. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a shareholder in light of its particular circumstances. This summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders who hold their common shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).
This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

tax consequences that may be relevant to holders who may be subject to special treatment under U.S. federal income tax laws, such as banks or other financial institutions; tax-exempt organizations; retirement or other tax deferred accounts; S corporations, partnerships or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (or an investor in a partnership, S corporation or other pass-through entity); insurance companies; mutual funds; dealers in stocks and securities; traders in securities that elect to use the mark-to-market method of accounting for their securities; regulated investment
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companies; real estate investment trusts; entities subject to the U.S. anti-inversion rules; certain former citizens or long-term residents of the United States; or, except as noted below, holders that own or have owned (directly, indirectly or constructively) 5% or more of our common shares (by vote or value);

tax consequences to holders holding our common shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction;

tax consequences to holders that received their common shares in a compensatory transaction, through a tax qualified retirement plan or pursuant to the exercise of options or warrants;

tax consequences to holders who own an equity interest, actually or constructively, in Parent or the Surviving Company following the Merger;

tax consequences to U.S. Holders whose “functional currency” is not the U.S. dollar;

tax consequences to holders who hold their common shares through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States;

tax consequences arising from the Medicare tax on net investment income;

tax consequences to holders subject to special tax accounting rules as a result of any item of gross income with respect to the common shares being taken into account in an “applicable financial statement” (as defined in the Code);

the U.S. federal estate, gift or alternative minimum tax consequences, if any;

any state, local or non-U.S. tax consequences; or

tax consequences to holders that do not vote in favor of the Merger and properly demand appraisal of their common shares under Section 106 of the Companies Act or that entered into a voting agreement as part of the transactions described in this proxy statement.
If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our common shares, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding common shares of the Company and partners therein should consult their tax advisors regarding the consequences of the Merger.
We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.
THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.
U.S. Holders
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of common shares of the Company that is for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust (1) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in Section 7701(a)(30) of the Code; or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
The receipt of cash in exchange for our common shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Subject to the discussion in the following paragraph regarding the “passive foreign investment company” (or “PFIC”) rules, in general, a U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the common shares of the Company surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis in common shares of the Company generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such common shares of the Company is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.
If we are a PFIC for the current taxable year or have been a PFIC during any prior taxable year in which a U.S. Holder held common shares of the Company, special rules would apply to such U.S. Holder’s disposition of our common shares in the Merger. A foreign corporation will be considered a PFIC for any taxable year in which (i) at least 75% of its gross income is passive income, or (ii) at least 50% of the value (based on an average of the quarterly value of the assets) of its assets are considered “passive assets” (generally, assets that generate passive income). Based on the current and anticipated value of our assets and the composition of our income and assets, we do not believe that we were a PFIC for our taxable year ended in December 31, 2018 or any prior taxable year, nor do we expect to be a PFIC for the current taxable year. However, this conclusion is a factual determination that is made annually and thus will not be determinable until the close of our current taxable year. The application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the IRS will not take a contrary position. If Travelport were to be treated as a PFIC for any applicable taxable year, gain realized on the sale or other disposition of a U.S. Holder’s common shares of the Company would in general not be treated as capital gain. Instead, unless a U.S. Holder has validly elected to be taxed annually on a mark-to-market basis with respect to such U.S. Holder’s common shares of the Company, such U.S. Holder would be generally (a) treated as if it had realized such gain ratably over its holding period for its common shares of the Company, (b) taxed at the highest tax rate in effect for each such year to which the gain was allocated, and (c) subject to an interest charge in respect of the tax attributable to each such year. U.S. Holders are urged to consult their own tax advisors regarding the application of the PFIC rules to the disposition of common shares of the Company in the Merger.
Non-U.S. Holders
For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of our common shares that is, for U.S. federal income tax purposes:

a nonresident alien individual;

a foreign corporation; or

a foreign estate or trust.
Special rules, not discussed herein, may apply to certain Non-U.S. Holders, such as:

certain former citizens or residents of the United States;

controlled foreign corporations;

passive foreign investment companies;

corporations that accumulate earnings to avoid U.S. federal income tax; and

pass-through entities, or investors in such entities.
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Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain generally will be subject to U.S. federal income tax at rates generally applicable to U.S. persons, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty); or

such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty), which gain may be offset by certain U.S. source capital losses of such Non-U.S. Holder.
Information Reporting and Backup Withholding
Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding tax on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
The foregoing summary does not discuss all aspects of U.S. federal income taxation that may be relevant to particular shareholders.
Shareholders should consult their own tax advisors as to the particular tax consequences to them of exchanging their common shares for cash pursuant to the Merger under any federal, state, local or non-U.S. tax laws.
Regulatory Approvals Required for the Merger
General
Travelport and Parent have agreed to use their respective reasonable best efforts to take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper and advisable pursuant to applicable laws or otherwise to consummate and make effective, in the most expeditious way, the Merger, including by obtaining all consents, waivers, approvals, orders and authorizations from certain specified governmental authorities and making all registrations, declarations and filings with such governmental authorities. The parties also have agreed to comply with certain regulatory notification requirements and to take their respective reasonable efforts to take all actions necessary, proper or advisable to obtain certain specified antitrust approvals required to consummate the Merger and the transactions contemplated by the Merger Agreement and the Bermuda Merger Agreement, in each case as soon as practicable. These approvals include, for example, approval under, or notifications pursuant to, the HSR Act and other specified antitrust laws.
HSR Act and U.S. Antitrust Matters
Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until each of Travelport, Elliott and Siris file a notification and report form with the FTC and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the
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expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Travelport, Elliott and Siris made the necessary filings with the FTC and the Antitrust Division of the DOJ on December 21, 2018.
At any time before or after consummation of the Merger, the FTC or the Antitrust Division of the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.
Other Regulatory Approvals
One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval by shareholders and the completion of the Merger.
Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.
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Proposal 1: Approval of the Merger Agreement, the Bermuda merger agreement AND THE MERGER
The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A-1 and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement and the Bermuda Merger Agreement, which are the legal documents that govern the Merger, because this summary may not contain all the information about the Merger Agreement and Bermuda Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and the Bermuda Merger Agreement and not by this summary or any other information contained in this proxy statement.
The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates, (2) were made solely for the benefit of the parties to the Merger Agreement, and (3) may be subject to important qualifications, limitations and supplemental information agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between the Company, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Shareholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosure. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A-1, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in the Company’s filings with the SEC regarding the Company and its business.
Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bye-Laws
The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, the Bermuda Merger Agreement, and in accordance with the Companies Act, on the Closing Date: (1) Merger Sub will be merged with and into the Company, (2) the separate corporate existence of Merger Sub will thereupon cease, and (3) the Company will continue as the surviving company of the Merger as a wholly owned subsidiary of Parent. The Merger will become effective at the Effective Time. At and after the Effective Time, the Surviving Company will possess all of the property, rights, privileges, powers and franchises of the Company and Merger Sub, and all debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Company.
At the Effective Time, the board of directors of the Surviving Company will consist of the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office until their respective successors are duly elected or appointed and qualified in accordance with the Companies Act and the memorandum of association and bye-laws of the Surviving Company. At the Effective Time, the officers of Merger Sub as of immediately prior to the Effective Time will be the officers of the Surviving Company, each to hold office until their respective successors are duly elected or appointed and qualified in accordance with the Companies Act and the memorandum of association and bye-laws of the Surviving Company. At the Effective Time, the memorandum of association and bye-laws of the Surviving Company will be the memorandum of association and bye-laws of the Company immediately prior to the Effective Time.
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Closing and Effective Time
The Closing of the Merger will take place (1) on a date to be agreed upon by the Company, Parent and Merger Sub that is no later than the third business day after the later of: (A) the satisfaction or waiver of all conditions to the Closing of the Merger (described below under the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger) and (B) the end of the Marketing Period (described below under the section of this proxy statement captioned “—Financing—Marketing Period and Efforts”) or (2) such other time, location and date agreed to in writing by Parent, the Company and Merger Sub. Prior to the Closing Date, the parties will prepare an application for registration of the Surviving Company to be executed and delivered to the Registrar of Companies in Bermuda. The Merger will become effective upon the issuance of a Certificate of Merger by the Registrar of Companies in Bermuda.
Merger Consideration
Share Capital
At the Effective Time, and without any action required by the Company, Parent, Merger Sub or any shareholder, each common share of the Company (other than Owned Company Shares or Dissenting Common Shares) issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled, extinguished and converted into the right to receive the Per Share Price, without interest thereon and less any applicable withholding taxes.
Outstanding Company Options, Company RSUs and Company PSUs
At the Effective Time, each Company RSU that is outstanding under any Company Equity Plan as of immediately prior to the Effective Time (whether vested or unvested) will be automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to: (1) the amount of the Per Share Price, multiplied by (2) the total number of common shares of the Company subject to such Company RSU. At the Effective Time, each Company PSU that is outstanding under any Company Equity Plan as of immediately prior to the Effective Time (whether vested or unvested) will be automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to: (1) the amount of the Per Share Price, multiplied by (2) the total number of common shares of the Company subject to such Company PSU. For purposes of the previous sentence, the number of common shares subject to a Company PSU award with performance-based vesting in which the performance period is still outstanding as of the Effective Time will be deemed to be the number of common shares eligible to vest based on the greater of, with respect to the performance metrics applicable to such Company PSU (A) target performance and (B) actual performance determined as if the applicable performance period ended immediately prior to the Effective Time. At the Effective Time, each Company Option that is outstanding under any Company Equity Plan as of immediately prior to the Effective Time (whether vested or unvested) will be automatically cancelled and converted into the right to receive an amount in cash, without interest, and subject to any applicable withholding taxes, equal to: (1) the amount of the Per Share Price (less the exercise price per share attributable to such Company Option), multiplied by (2) the total number of common shares of the Company issuable upon exercise in full of such Company Option. Any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than $15.75 will be cancelled immediately upon the Effective Time without payment or consideration.
Treatment of Dissenting Common Shares
At the Effective Time, each Dissenting Common Share will automatically be cancelled and, unless otherwise expressly required by applicable law, converted into the right to receive the fair value of a Dissenting Common Share as more fully described under the section of this proxy statement captioned “The Merger—Dissenters’ Rights of Appraisal for Company Shareholders.”
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Exchange and Payment Procedures
Not less than five business days prior to the anticipated Closing of the Merger, Parent will designate a bank or trust company reasonably satisfactory to the Company (the “Paying Agent”) to make payments of the Per Share Price to shareholders. At or prior to the Closing, Parent will deposit or cause to be deposited with the Paying Agent cash sufficient to pay the aggregate consideration to which Travelport shareholders become entitled pursuant to the Merger Agreement (other than in respect of Owned Company Shares or Dissenting Common Shares).
Promptly following the Effective Time (and in any event within two business days), the Paying Agent will send to each holder of record (other than holders of Dissenting Common Shares or Owned Company Shares) of  (1) a certificate or certificates that immediately prior to the Effective Time represented outstanding common shares of the Company (other than Dissenting Common Shares or Owned Company Shares) (the “Certificates” (if any)), and (2) uncertificated common shares that represented outstanding shares (other than Dissenting Common Shares or Owned Company Shares) (the “Uncertificated Shares”) (A) in the case of Certificates and Uncertificated Shares not held through the Depository Trust Company (the “DTC”), a letter of transmittal in such form as Parent, the Surviving Company and the Paying Agent reasonably agree; and (B) in the case of Certificates and Uncertificated Shares not held through DTC, instructions for effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof. Upon receipt by the Paying Agent of a duly completed and validly executed letter of transmittal with respect to Uncertificated Shares not held through DTC or upon surrender of Certificates for cancellation to the Paying Agent, together with a duly completed and validly executed letter of transmittal, the holders of such Uncertificated Shares and Certificates will be entitled to receive the Per Share Price multiplied by the aggregate number of common shares of the Company underlying such Uncertificated Shares and Certificates, as applicable. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares held through DTC, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of common shares of the Company represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof).
If any cash deposited with the Paying Agent is not claimed within one year following the Effective Time, such cash will be returned to Parent (or the Surviving Company as directed by Parent) upon demand, and any shareholders of the Company who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent, solely as general creditors thereof, for any claim to the Per Share Price. Any cash deposited with the Paying Agent that remains unclaimed two years following the Effective Time will, to the extent permitted by applicable law, become the property of the Surviving Company free and clear of any claims or interest of any person previously entitled thereto.
Representations and Warranties
The Merger Agreement contains representations and warranties of the Company, Parent and Merger Sub.
Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to the Company, any change, event, occurrence, development, condition or effect (each, an “Effect”) that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, except that none of the following, and no Effect arising out of or resulting from the following (in each case, by itself or when aggregated), will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would occur (except, in each case of the first seven bullets below, to the extent (and solely to the extent) that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries relative to other companies operating
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in the industries in which the Company and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred or would occur):

changes in general economic conditions, or changes in conditions in the global, international or regional economy generally;

changes in conditions in the financial markets, credit markets or capital markets in the United States or any other country or region of the world, including (1) changes in interest rates or credit ratings, (2) changes in exchange rates for the currencies of any country, (3) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market, or (4) as a result of the implementation of Brexit;

changes in conditions in the industries in which the Company and its subsidiaries conduct business, including changes in conditions in the global travel and tourism and payments industries generally;

changes in regulatory, legislative or political conditions in the United States, United Kingdom, Bermuda or any other country or region of the world;

any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, terrorism or military actions (including any escalation or general worsening of any such hostilities, acts of war, sabotage, terrorism or military actions);

earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, pandemics and other similar events in the United States, United Kingdom, Bermuda or any other country or region of the world;

changes or proposed changes in GAAP or other accounting standards or in any applicable laws or regulations (or the enforcement or interpretation of any of the foregoing);

the public announcement or execution of the Merger Agreement or the identity of Parent, Merger Sub or the Guarantors, including the impact thereof on the relationships, contractual or otherwise, of the Company and its subsidiaries with employees, suppliers, lessors, customers, partners, vendors or any other third person (provided that this clause will not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the Merger Agreement or the consummation of the Transactions, including the representations and warranties contained in Section 3.5 of the Merger Agreement);

any action taken or refrained from being taken by the Company that is required to be taken or refrained from being taken by the express terms of the Merger Agreement;

any action taken or refrained from being taken by the Company or its subsidiaries, in each case which Parent has expressly approved, consented to or requested in writing following the date of the Merger Agreement;

changes in the price or trading volume of common shares of the Company, in and of itself  (it being understood that any cause of such change may be taken into account when determining whether a Company Material Adverse Effect has occurred or would occur);

any failure, in and of itself, by the Company and its subsidiaries to meet (1) any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period; or (2) any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any cause of any such failure may be taken into account when determining whether a Company Material Adverse Effect has occurred or would occur);

the availability or cost of equity, debt or other financing to Parent or Merger Sub; and
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the threatening, making or bringing of any Transaction Litigation or other Legal Proceeding by any of the current or former shareholders of Travelport (on their own behalf or on behalf of the Company) against the Company, any of its executive officers or other employees or any member of the Board of Directors, in each case, arising out of the Merger or any other transaction contemplated by the Merger Agreement (provided that this clause will not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address transaction litigation or other legal proceedings, including the representations and warranties contained in Sections 3.12 or 3.23 of the Merger Agreement).
In the Merger Agreement, the Company has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

due organization, valid existence, good standing and authority and qualification to conduct business with respect to the Company and its subsidiaries;

the Company’s power and authority to enter into and perform the Merger Agreement, the enforceability of the Merger Agreement and the absence of conflicts with laws, the Company’s organizational documents and the Company’s contracts;

the organizational documents of the Company and specified subsidiaries;

the necessary approval of the Company’s Board of Directors;

the rendering of Morgan Stanley’s fairness opinion to the Company’s Board of Directors;

the inapplicability of anti-takeover statutes to the Merger;

the necessary vote of shareholders in connection with the Merger Agreement;

the absence of any conflict, violation or material alteration of any organizational documents, or existing contracts of, or laws applicable to, the Company or its subsidiaries, or the resulting creation of any lien upon the Company’s assets due to the performance of the Merger Agreement;

required consent, approval, order or authorization of, filing or registration with, or notification to any governmental authority in connection with the Merger Agreement and performance thereof;

the capital structure and outstanding equity awards of the Company as well as the ownership, capital structure and outstanding equity awards of its subsidiaries;

the absence of any undisclosed exchangeable security, option, warrant or other right convertible into common shares of the Company or any of the Company’s subsidiaries;

the absence of any contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any of the Company’s securities;

the accuracy, compliance with law and required filings of the Company’s SEC filings and financial statements;

the accuracy and compliance with law of this proxy statement;

the absence of unresolved SEC comments;

the compliance with the NYSE’s applicable listing and governance standards;

the Company’s disclosure controls and procedures;

the Company’s internal accounting controls and procedures;

the Company’s and its subsidiaries’ indebtedness;

the absence of specified undisclosed liabilities;
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the conduct of the business of the Company and its subsidiaries in the ordinary course of business since September 30, 2018 and the absence of a Company Material Adverse Effect since December 31, 2017;

the existence and validity of specified categories of the Company’s and certain of its subsidiaries’ material contracts, and absence of breach or default pursuant to any such material contracts;

relationships with customers;

real property leased or subleased by the Company and its subsidiaries;

environmental matters;

trademarks, patents, copyrights and other intellectual property matters;

data privacy and computer systems matters;

tax matters;

employee benefit plans;

labor matters;

the Company’s and its subsidiaries’ compliance with laws and possession of necessary permits;

litigation matters;

insurance matters;

absence of any contracts, transactions, arrangements or understandings between the Company or any of its subsidiaries and any Affiliate (as defined in the Merger Agreement) or related person;

payment of fees to brokers in connection with the Merger Agreement;

anti-corruption, export controls, international trade and anti-money laundering matters and compliance with various applicable laws including the Foreign Corrupt Practices Act of 1977; and

the exclusivity and terms of the representations and warranties made by Parent and Merger Sub.
In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

due organization, good standing and authority and qualification to conduct business with respect to Parent and availability of the organizational documents of Parent;

Parent’s and Merger Sub’s corporate authority to enter into and perform the Merger Agreement and the enforceability of the Merger Agreement;

the absence of any conflict or violation of any organizational documents, existing contracts, applicable laws or the resulting creation of any lien upon Parent’s or Merger Sub’s assets due to the performance of the Merger Agreement;

required governmental consents and regulatory filings in connection with the Merger Agreement;

the absence of litigation, orders and investigations;

ownership of common shares of the Company;

payment of fees to brokers in connection with the Merger Agreement;

operations of Parent and Merger Sub;

the absence of any required consent of holders of equity or voting interests in Parent and the approval of Parent as the only approval of the shares of Merger Sub necessary to approve the Merger Proposal;

execution, delivery and enforceability of the Limited Guarantees;
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matters with respect to Parent’s financing and sufficiency of funds;

the absence of agreements between Parent and members of the Board of Directors or the Company management;

the absence of any shareholder or management arrangements related to the Merger;

the solvency of Parent and the Surviving Company following the consummation of the Merger and the transactions contemplated by the Merger Agreement;

ownership of voting securities of the Company’s competitors;

the absence of substantive negotiations with respect to acquisitions of any competitor of the Company;

the absence of  “joint control” by Parent and Merger Sub of the Company following Closing; and

the exclusivity and terms of the representations and warranties made by the Company.
The representations and warranties contained in the Merger Agreement will terminate at the Effective Time of the Merger.
Conduct of Business Pending the Merger
The Merger Agreement provides that, except as: (1) expressly contemplated by the Merger Agreement, (2) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), (3) set forth in Section 5.1 and Section 5.2 of the confidential disclosure letter to the Merger Agreement or (4) required by applicable law, at all times during the period of time commencing with the execution and delivery of the Merger Agreement and continuing until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company will, and will cause each of its subsidiaries to use its reasonable best efforts to:

subject to the restrictions and exceptions in the Merger Agreement, conduct its business and operations in the ordinary course of business in all material respects;

maintain its existence in good standing pursuant to applicable law; and

preserve intact its material assets, properties, contracts, licenses, business organization and material relationships with customers, suppliers, distributors, lessors, creditors, licensors, licensees, partners, co-venturers and governmental authorities.
In addition, the Company has also agreed that, except as (1) expressly contemplated by the Merger Agreement, (2) approved in writing by Parent (which approval will not be unreasonably withheld, conditioned or delayed), (3) set forth in Section 5.2 of the confidential disclosure letter to the Merger Agreement or (4) required by applicable law, at all times during the period of time commencing with the execution and delivery of the Merger Agreement and continuing until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company will not, and shall cause its wholly owned subsidiaries not to, and, to the extent it has the right or ability to do so, will not permit any of its other subsidiaries to, among other things, subject to certain specified exceptions set forth in the Merger Agreement:

amend, modify, waive, rescind or otherwise change the organizational documents of the Company or any of its subsidiaries;

liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize;

acquire any individual, corporation or other entity;

issue, sell, deliver, dispose of, grant or transfer, or agree to issue, sell, deliver, dispose of, grant or transfer any securities or equity or voting interest in the Company or any of its subsidiaries;

acquire, repurchase or redeem any Company Securities (as defined in the Merger Agreement);
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adjust, split, combine or reclassify any Company Securities, or issue or authorize or propose the issuance of any other Company Securities in respect of, in lieu of or in substitution for, shares or other equity or voting interest;

declare, set aside or pay any dividend or other distribution;

pledge or encumber any shares or other equity or voting interest, modify the terms of any shares or other equity or voting interest, or enter into any agreement with respect to the voting or registration of shares or other equity or voting interest;

incur, assume or suffer certain indebtedness or issue any debt securities;

assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other person, except with respect to obligations of direct or indirect wholly owned subsidiaries of the Company;

make any loans, advances or capital contributions to, or investments in, any other person;

enter into, adopt, amend in any respect that could materially increase the annual cost of the Employee Plans (as defined in the Merger Agreement) in the aggregate relative to such cost as included in the Company’s budget for the fiscal year 2019 and made available to Parent prior to the date of the Merger Agreement;

modify, or terminate any Employee Plan or plan, agreement or arrangement that would constitute an Employee Plan if in effect as of the date of the Merger Agreement;

materially increase or accelerate the vesting of the compensation of any director, officer, independent contractor who is a natural person, or current or former employee other than as required under an Employee Plan as in effect as of the date of the Merger Agreement, or hire any officer or employee;

waive, release, assign, compromise or settle any pending or threatened legal proceeding, except for the settlement of any such legal proceeding that is for solely monetary payments of no more than $5 million individually and $10 million in the aggregate;

(i) revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable, other than in the ordinary course of business, (ii) make any material change in any of its accounting principles or practices, or (iii) amend or modify any Privacy Policy (as defined in the Merger Agreement) in any material respect;

(i) make, change or revoke any material tax election, (ii) settle or compromise any material tax claim or assessment or surrender a right to a material refund of taxes, (iii) consent to any extension or waiver of any limitation period with respect to any claim or assessment, or (iv) enter into any “closing agreement” within the meaning of Section 7121 of the Code;

incur or commit to incur any capital expenditures (i) in excess of the Company’s capital expenditure budget, as previously disclosed to Parent in the confidential disclosure letter to the Merger Agreement or (ii) not pursuant to express obligations in existence as of the date of the Merger Agreement under certain material contract disclosed in the confidential disclosure letter to the Merger Agreement;

enter into, amend or modify in any material respect, terminate, cancel or waiver or relinquish any material right or claim under, any (1) contract that if so entered into, modified, amended terminated, cancelled, waived or relinquished would reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect; or (2) Material Contracts (as defined in the Merger Agreement);

engage in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of the Company or other person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404;

forgive any loans to directors, officers, employees or any of their respective Affiliates;
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effectuate a “plant closing” or “mass layoff” (as defined in the United States Worker Adjustment and Retraining Notification Act (“WARN”)) affecting in whole or in part any site of employment, facility, operating unit or employee without complying with WARN;

sell, pledge, transfer, assign, lease, license, abandon or otherwise dispose of any material asset or enter into any new line of business, except for (i) any acquisition or disposition for consideration that is individually in excess of  $10 million or in the aggregate in excess of  $25 million or (ii) any disposition of obsolete or worn out equipment, or non-exclusive licenses of Company intellectual property, in each case, in the ordinary course of business consistent with past practice;

enter into any joint venture;

sell or pursue a sale of eNett or any of eNett’s subsidiaries;

fail to maintain insurance policies consistent with past practice; or

enter into agreements to do any of the foregoing.
The “Go-Shop” Period—Solicitation of Other Offers
Under the Merger Agreement, from the date of the Merger Agreement until 12:01 a.m., New York City time, on January 24, 2019 (the “No-Shop Period Start Date”), the Company and its subsidiaries and their respective Representatives have the right to, among other things: (1) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that could constitute an Acquisition Proposal (as defined below); (2) pursuant to an Acceptable Confidentiality Agreement (as defined below), furnish to any person and its Representatives any information (including non-public information and data) relating to the Company or any of its subsidiaries and afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries to any person (and its Representatives, including potential financing sources); provided that the Company will provide to Parent and Merger Sub any information or data that is provided by or on behalf of the Company to any person given such access that was not previously made available to Parent or Merger Sub prior to or promptly (and, in any event, within 24 hours) following the time it is provided to such person or its Representatives (including potential financing sources); and (3) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that could lead to an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be made to the Company or the Company’s Board of Directors.
The Company is not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal, unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a four business day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.
If the Company terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal prior to the No-Shop Period Start Date, the Company must pay a termination fee of  $31.1 million to Parent. For more information, please see the section of this proxy statement captioned “—Termination Fees.”
For purposes of this proxy statement and the Merger Agreement:
“Acceptable Confidentiality Agreement” means an agreement with the Company that is either (i) in effect as of the execution and delivery of the Merger Agreement; or (ii) executed, delivered and effective after the execution and delivery of the Merger Agreement, in either case containing provisions that require any counterparty thereto (and any of its Affiliates and representatives) that receive material non-public
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information of, or with respect to, the Company to keep such information confidential; provided, however, that, in each case, the confidentiality and use provisions contained therein are no less favorable, and the provisions contained therein are no less favorable in the aggregate, to the Company than the terms of the Confidentiality Agreements (it being understood that such agreement need not contain any “standstill” or similar provisions that prohibit the making of any Acquisition Proposal). An “Acceptable Confidentiality Agreement” shall not include any provision (i) granting any exclusive right to negotiate with such counterparty, (ii) prohibiting the Company from satisfying its obligations hereunder or (iii) requiring the Company or its subsidiaries to pay or reimburse the counterparty’s fees, costs or expenses.
“Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction.
“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:
(1)
any direct or indirect purchase or other acquisition of  “beneficial ownership” (as defined pursuant to Section 13(d) of the Exchange Act) by any person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons, whether from the Company or any other person(s), of securities representing more than 15% of the outstanding voting power of the Company or any class of equity or voting securities of the Company after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or “group” of persons that, if consummated in accordance with its terms, would result in such person or “group” of persons beneficially owning securities representing more than 15% of the outstanding voting power of the Company or any class of equity or voting securities of the Company, in each case, after giving effect to the consummation of such tender or exchange offer;
(2)
any direct or indirect sale, contribution, lease, license (other than in the ordinary course of business), exchange, transfer, purchase or other transaction with or by any non-affiliated person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons with respect to more than 15% of the consolidated assets (measured by the fair market value thereof as of the date of such purchase or acquisition) of the Company and its subsidiaries, taken as a whole, or businesses or assets (including equity interests in subsidiaries of the Company) representing more than 15% of the consolidated net revenue or Adjusted EBITDA (as defined in the Company’s Form 10-Q for the quarterly period ended September 30, 2018), of the Company and its subsidiaries, taken as a whole; or
(3)
any merger, amalgamation, consolidation, business combination (including any share exchange, tender offer or exchange offer), recapitalization, reorganization, liquidation, dissolution or other similar transaction involving the Company or any subsidiary of the Company which would result in any person or group (other than the Company, any wholly owned subsidiary of the Company or any parent entity of which the Company is a wholly owned subsidiary), or the shareholders or equityholders of any such person or group, beneficially owning, directly or indirectly, more than 15% of the outstanding common shares of the Company or 15% of the voting power of the surviving entity in a merger involving the Company or the resulting direct or indirect parent of the Company or such surviving entity (or any securities convertible into, or exchangeable for, securities representing such voting power).
“Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction on terms that the Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) that is more favorable, from a financial point of view, to the Company Shareholders (in their capacity as such) than the Merger (taking into account any legal, regulatory, financial, timing, financing and other aspects of such proposal (including the identity of the person(s) making the proposal) and any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of such determination) and is reasonably likely to be consummated in accordance with its terms. For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “15%” in the definition of  “Acquisition Transaction” will be deemed to be references to “50%.”
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The “No-Shop” Period—No Solicitation of Other Offers
From the No-Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed not to, and to cause its subsidiaries and its and their respective directors, officers and employees not to, and to instruct and use its reasonable best efforts to cause its and its subsidiaries’ unaffiliated Representatives not to, directly or indirectly:

solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or offer that is or could reasonably be expected to constitute an Acquisition Proposal;

furnish to any person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information and data relating to the Company or any of its subsidiaries or afford to any person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that could reasonably be expected to lead to an Acquisition Proposal;

participate or engage in discussions or negotiations with respect to any proposal or offer that is or could reasonably be expected to constitute an Acquisition Proposal (subject to certain exceptions);

approve, adopt, endorse or recommend an Acquisition Proposal or any offer or proposal that could lead to an Acquisition Proposal; or

authorize or enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Proposal (or any offer or proposal that could lead to an Acquisition Proposal), other than an Acceptable Confidentiality Agreement.
In addition, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed not to, and shall cause its subsidiaries and its and their respective directors, officers and employees not to, and to use its reasonable best efforts to cause its and its subsidiaries’ unaffiliated Representatives not to, directly or indirectly:

terminate, amend, release, modify or fail to enforce any provision (including any standstill or similar provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement;

grant any waiver, amendment or release under any takeover laws; or

resolve, agree or propose to do any of the foregoing, in each case, except if the Board of Directors determines in good faith (after consultation with is outside legal counsel) that the failure to do so would likely cause the Board of Directors to violate its fiduciary duties under applicable laws.
In addition, from the start of the No-Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed to, and to cause its subsidiaries and its and their respective directors, officers and employees to and will instruct and use its reasonable best efforts to cause its and its subsidiaries’ unaffiliated Representatives to, (1) promptly cease and terminate (or cause to be terminated) any discussions or negotiations with any person and its Affiliates and Representatives that would be prohibited by Section 5.3(b) of the Merger Agreement, (2) request the return or destruction (in accordance with the terms of the applicable confidentiality agreements) of all confidential information furnished by or on behalf of the Company to such person, and (3) immediately terminate (or cause to be terminated) all access granted to such person and its respective Affiliates and Representatives to any data room.
Notwithstanding these restrictions, under certain circumstances, prior to the receipt of the Requisite Shareholder Approval, the Company and the Board of Directors may, after giving Parent 24 hours’ prior notice of its intention to do so, directly or indirectly through one or more of their Representatives, participate or engage in discussions or negotiations with, furnish any non-public information relating to the
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Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries pursuant to an Acceptable Confidentiality Agreement to any period or its Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of the Merger Agreement that did not result from any material breach of Section 5.3(b) of the Merger Agreement, and otherwise facilitate such Acquisition Proposal or assist such person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such person) if, and only if, the Board of Directors determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and that the failure to take such action contemplated in this paragraph would likely cause the Board of Directors to violate its fiduciary duties under applicable law, provided that the Company will promptly (and, in any event, within 24 hours) make available to Parent any non-public information concerning the Company and its subsidiaries that is provided to any such person or its Representatives that was not previously made available to Parent.
The Company is not entitled to terminate the Merger Agreement after the No-Shop Period Start Date for the purpose of entering into an agreement in respect of a Superior Proposal, unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a four business day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.
If the Company terminates the Merger Agreement under certain circumstances after the No Shop Period Start Date, the Company must pay a termination fee of  $62.3 million to Parent. For more information, please see the section of this proxy statement captioned “—Termination Fees.”
The Board of Directors’ Recommendation; Company Board Recommendation Change
As described above, and subject to the provisions described below, the Board of Directors has unanimously made the recommendation that the shareholders of the Company vote “FOR” the Merger Proposal. The Merger Agreement provides that the Board of Directors will not effect a Company Board Recommendation Change except as described below.
Except as specifically provided in the Merger Agreement, at no time after the date of the Merger Agreement may the Board of Directors take any of the following actions (any such action, a “Company Board Recommendation Change”):

fail to make, withhold, withdraw, amend, qualify or modify the Company Board Recommendation in a manner adverse to Parent or make any public statement that is inconsistent with the Company Board Recommendation;

adopt, approve or recommend an Acquisition Proposal;

fail to publicly recommend against any Acquisition Proposal or fail to reaffirm the Company Board Recommendation, in either case within ten business days (or such fewer number of days as remains prior to the Special General Meeting) after such Acquisition Proposal is made public (it being understood that a “stop, look and listen” statement by the Board of Directors to the shareholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Company Board Recommendation Change) or after any written request by Parent to do so (provided, that Parent may only make such request twice with respect to any Acquisition Proposal in the absence of any modification or revision to the price, conditions or other material terms of such Acquisition Proposal);

fail to include the Company Board Recommendation in the proxy statement; or

publicly propose to do any of the foregoing.
Notwithstanding the restrictions described above, and subject to the procedures described in the subsequent paragraph, prior to the receipt of the Requisite Shareholder Approval, the Board of Directors may effect a Company Board Recommendation Change if  (1) in its response to an Intervening Event (as
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defined below); or (2) the Company has received a bona fide written Acquisition Proposal that the Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal, as further described below.
The Board of Directors may effect a Company Board Recommendation Change in response to an Intervening Event only if:

the Board of Directors determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would likely cause the Board of Directors to violate its fiduciary duties under applicable laws;

the Company has provided prior written notice to Parent at least five business days in advance to the effect that the Board of Directors has (1) so determined and (2) resolved to effect a Company Board Recommendation Change pursuant to the applicable terms of the Merger Agreement absent any revision to the terms and conditions of the Merger Agreement, which notice will specify the applicable Intervening Event in reasonable detail;

prior to effecting such Company Board Recommendation Change, the Company and its Representatives, during such five business day period, must have negotiated with Parent and its Representatives in good faith (to the extent that Parent desires to so negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Board of Directors would no longer determine that the failure to make a Company Board Recommendation Change in response to such Intervening Event would likely cause the Board of Directors to violate its fiduciary duties under applicable laws; and

following such five business day period, after taking into account any revisions to the Merger Agreement made or proposed by Parent in writing, the Board of Directors determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to effect a Company Board Recommendation Change in response to such Intervening Event would likely cause the Board of Directors to violate its fiduciary duties under applicable laws.
An “Intervening Event” means a material Effect that affects or would be reasonably likely to affect the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, that (1) is not known by the Board of Directors as of the date of the Merger Agreement and (2) does not relate to any Acquisition Proposal; provided that in no event shall the following constitute, or be taken into account in determining the existence of an Intervening Event: (A) the fact alone that the Company meets or exceeds any internal or published forecasts or projections for any period, or any changes alone after the date of the Merger Agreement in the market price or trading volume of common shares of the Company, (B) the reasonably foreseeable consequences of the announcement of the Merger Agreement or (C) any event, fact or circumstance relating to or involving Parent or its Affiliates.
In addition, the Board of Directors may only effect a Company Board Recommendation Change or authorize the Company to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement providing for the Acquisition Transaction contemplated by such Acquisition Proposal in response to a bona fide written Acquisition Proposal that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case, only if:

following the Notice Period, the Board of Directors determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal continues to constitute a Superior Proposal and that, after taking into account any revisions to the Merger Agreement made or proposed by Parent in writing, the failure to do so would likely cause the Board of Directors to violate its fiduciary duties under applicable laws;

the Company has not materially breached any of its obligations pursuant to Section 5.3 of the Merger Agreement with respect to such Acquisition Proposal (and each other Acquisition Proposal made by such person);

(1) the Company has provided prior written notice to Parent at least four business days in advance (the “Notice Period”) to the effect that the Board of Directors has (A) received a Superior
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Proposal; and (B) resolved to effect a Company Board Recommendation Change or to terminate the Merger Agreement absent any revision to the terms and conditions of the Merger Agreement, (2) such notice has specified the basis for such Company Board Recommendation Change or termination of the Merger Agreement, has included the identity of the person or “group” of persons making such Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and the nature of the information requested in connection with such Acquisition Proposal and has attached a copy of any Acquisition Proposal and copies of all relevant documents relating to such Acquisition Proposal, (3) during the Notice Period, the Company and its Representatives have kept Parent and its Representatives reasonably informed of  (i) the status of such Acquisition Proposal, (ii) the material terms (including modifications or revisions or proposed modifications or revisions to such material terms) of any such Acquisition Proposal (including promptly after receipt providing to Parent copies of any additional or revised Acquisition Agreements) and (iii) the nature of any information requested of the Company with respect to such Acquisition Proposal or potential revised Acquisition Proposal and (4) prior to effecting such Company Board Recommendation Change or termination, the Company and its Representatives, during the Notice Period, must have negotiated with Parent and its Representatives in good faith (to the extent that Parent desires to so negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that such Acquisition Proposal would cease to constitute a Superior Proposal; provided, however, that in the event of any modification or revision (or proposed modification or revision) to the price, conditions or other material terms of such Acquisition Proposal, the Company will be required to deliver a new written notice to Parent and to comply with the requirements of the Merger Agreement with respect to such new written notice (it being understood that the “Notice Period” in respect of such new written notice will be the longer of two business days and the number of business days remaining in the current notice period); and

in the event of any termination of the Merger Agreement in order to cause or permit the Company or any of its subsidiaries to enter into an Alternative Acquisition Agreement providing for the Acquisition Transaction contemplated by such Acquisition Proposal, the Company will have validly terminated the Merger Agreement in accordance with its terms, including paying (or causing to be paid) the applicable Company Termination Fee (as defined below).
Employee Benefits
The Merger Agreement provides that, for a period of one year following the Effective Time, each individual who is an employee of the Company or any of its subsidiaries immediately prior to the Effective Time and continues to be an employee of Parent or one of its subsidiaries (including the Surviving Company) immediately following the Effective Time (a “Continuing Employee”) will be provided with (1) employee benefits (other than equity-based benefits or compensation) that are no less favorable in the aggregate than those in effect at the Company or its applicable subsidiaries prior to the Closing Date and (2) annual rates of base salary or wages, as applicable, and annual target cash incentive compensation opportunities (excluding any equity-based compensation opportunities) that are no less favorable than as provided to such Continuing Employee immediately prior to the Closing. For a period of one year following the Effective Time, eligible employees will receive severance benefits and/or compensation in accordance with specified employee plans of the Company.
The Surviving Company will grant any Continuing Employee credit for all service with the Company and its subsidiaries before the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance entitlement, but excluding any equity or equity based incentive compensation that may be awarded), except where the service credit would result in duplication of coverage or benefits for the same period of service. In addition, each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the Surviving Company and its subsidiaries (other than the Company’s benefit plans and arrangements in existence immediately before the Effective Time) (such plans, the “New Plans”) to the extent that coverage under any such New Plan replaces coverage under a comparable benefit plan or arrangement in which such Continuing Employee participates immediately before the Effective Time (the “Old Plan”). For purposes of each New Plan that
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provides life insurance, medical, dental, pharmaceutical, vision or disability benefits to any Continuing Employee, the Surviving Company will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employee and his or her covered dependents, and the Surviving Company will cause any eligible expenses incurred by the Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan that ends on the date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if the amounts had been paid according to such New Plan. The accounts of each Continuing Employee pursuant to any New Plan that is a flexible spending plan will be credited by the Surviving Company or any of its subsidiaries with any unused balance in the account of such Continuing Employee. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately before the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be subject to accrual limits or other forfeiture and will not limit future accruals.
Treatment of Employee Share Purchase Plans
The Merger Agreement provides that, as soon as reasonably practicable following the date of the Merger Agreement, the Company shall take all actions with respect to the Company’s 2014 Employee Share Purchase Plan including the United Kingdom and Ireland sub plans (collectively, the “Company ESPP”) that are necessary to provide that: (1) with respect to the offering period for the fourth quarter of 2018 (the “Current ESPP Offering Period”), no employee who is not a participant in a particular current offering under the Company ESPP as of the date of the Merger Agreement may become a participant in that offering under the Company ESPP and no participant may increase the percentage or amount of his or her payroll deduction election from that in effect on the date hereof for such Current ESPP Offering Period, (2) the Current ESPP Offering Period shall terminate on the last business day of the fourth quarter of 2018, and all participant contributions then credited to the Company ESPP will be used to purchase common shares of the Company on such date in accordance with the terms of the Company ESPP, (3) the purchase price of the common shares of the Company purchased pursuant to the Company ESPP at the conclusion of the Current ESPP Offering Period will be limited to no more than $400,000 with respect to December 2018, and (4) upon such termination, the Company ESPP will be suspended and no new ESPP offering period shall be commenced under the Company ESPP prior to the termination of the Merger Agreement. Notwithstanding any restrictions on transfer of common shares in the Company ESPP, all common shares of the Company purchased under the Company ESPP will be treated identically to all other common shares in the Merger and the payment of the Per Share Price to which they are entitled. The Company shall terminate the Company ESPP as of or immediately prior to the Effective Time.
Efforts to Close the Merger; Antitrust Filings
Each of the parties has agreed to use its reasonable best efforts to take, or cause to be taken, all actions to do, or cause to be done, all things and assist and cooperate with the other parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable pursuant to applicable laws (other than antitrust laws) or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, including by (1) causing the closing conditions to the Merger to be satisfied, (2) obtaining all consents, waivers, approvals, orders and authorizations from certain specified governmental authorities and making all registrations, declarations and filings with certain specified governmental authorities, (3) obtaining all consents, waivers and approvals and delivering all notifications pursuant to any material contracts in connection with this Merger Agreement and the consummation of the Merger so as to maintain and preserve the benefits to the Surviving Company of such material contract as of and following the consummation of the Merger, and (4) executing and delivering any additional certificates, instruments and other documents as may be reasonably necessary or appropriate to carry out and effectuate the purpose and intent of the Merger Agreement.
The parties have also agreed to make certain regulatory filings as described in more detail under the section of this proxy statement captioned “The Merger—Regulatory Approvals Required for the Merger,” including (i) filing (or causing to be filed) with the FTC and the Antitrust Division of the DOJ a
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Notification and Report Form relating to the Merger Agreement and the Merger as required by the HSR Act within 10 business days following the date of the Merger Agreement and (ii) as promptly as practicable following the date of the Merger Agreement, filing (or causing to be filed) such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with certain specified governmental authorities. Each of Parent and the Company will use reasonable efforts to (1) cooperate and coordinate (and, in the case of the Company, cause its Affiliates to, and, in the case of Parent, procure that its controlling persons, cooperate and coordinate) with the other in the making of such filings, (2) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings, (3) supply (or cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or other specified governmental authorities, and (4) take all action necessary, proper or advisable to (A) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other antitrust laws applicable to the Merger; and (B) obtain any specified required consents pursuant to any antitrust laws applicable to the Merger, in each case as soon as practicable. Each of Parent and Merger Sub (and their respective controlling persons, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will promptly inform the other of any substantive communication from any governmental authority regarding the Merger in connection with such filings. If any party or Affiliate thereof receives, directly or indirectly, a request for additional information or documentary material from any governmental authority with respect to the Merger pursuant to the HSR Act or any other specified antitrust laws applicable to the Merger, then such party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other parties, an appropriate response to such request; provided that neither party may extend any waiting period or enter into any agreement or understanding with any governmental authority with respect to the foregoing matters without the prior written approval of the other party, which shall not be unreasonably delayed, conditioned or withheld.
In furtherance and not in limitation of the foregoing, each of Parent and Merger Sub will, and will cause its subsidiaries to, take all actions reasonably necessary to avoid or eliminate each and every impediment under any antitrust law so as to enable the consummation of the Merger to occur as soon as reasonably possible, including taking all actions requested by any governmental authority, or reasonably necessary to resolve any objections that may be asserted by any governmental authority with respect to the Merger under any antitrust law, including by defending any legal proceedings challenging the consummation of any of the Transactions under any antitrust law. Neither Parent nor its subsidiaries are required to pay any fee, penalty or other consideration to any person (other than any filing fees paid or payable to any governmental authority) for any consent or approval required for the consummation of the Transactions.
If and to the extent necessary to cause the specified Closing conditions of the Merger contained in the Merger Agreement (in respect of antitrust laws), as soon as practicable and in no event later than two business days prior to June 9, 2019, each of Parent and Merger Sub (and their respective subsidiaries, if applicable) will offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (1) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the share capital or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective subsidiaries, if applicable) and/or of the Company and its subsidiaries, (2) the termination, modification, or assignment of existing relationships, contracts, or obligations of Parent and Merger Sub (and their respective subsidiaries, if applicable) and/or of the Company and its subsidiaries, (3) the modification of any course of conduct regarding future operations of Parent and Merger Sub (and their respective subsidiaries, if applicable) and/or of the Company and its subsidiaries, and (4) any other restrictions on the activities of Parent and Merger Sub (and their respective subsidiaries, if applicable) and/or of the Company and its subsidiaries, including the freedom of action of Parent and Merger Sub (and their respective subsidiaries, if applicable) and/or of the Company and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement (the actions described in the foregoing clauses (1) through (4) collectively, “Remedial Actions”); provided that any such Remedial Action is conditioned upon and become effective only from and after the Effective Time. If requested by Parent, the Company will agree to
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any action contemplated by Section 6.2(c) of the Merger Agreement summarized in this paragraph; provided that any such agreement or action is conditioned upon and becomes effective only from and after the Effective Time. Notwithstanding anything contained herein to the contrary, in no event will the Company (and the Company will not permit any of its subsidiaries to) propose, negotiate, effect or agree to any Remedial Action with any governmental authority, in each case, without the prior written consent of Parent.
The parties have agreed to (and will cause their respective subsidiaries to), subject to any restrictions under applicable laws, (1) promptly notify the other parties of, and, if in writing, furnish the others with copies of  (or, in the case of oral communications, advise the others of the contents of) any substantive communication received by such person from a governmental authority or a private party in connection with the Transactions and permit the other parties to review and discuss in advance (and to consider in good faith any comments made by the other parties in relation to) any proposed draft notifications, formal notifications, filing, submission or other written communication (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Transactions to a governmental authority, (2) keep the other parties informed with respect to the status of any such submissions and filings to any governmental authority in connection with the Transactions and any developments, meetings or discussions with any governmental authority in respect thereof, including with respect to (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under applicable laws, including any proceeding initiated by a private party, and (D) the nature and status of any objections raised or proposed or threatened to be raised by any governmental authority with respect to the Transactions, and (3) not independently participate in any meeting, hearing, proceeding or discussions (whether in person, by telephone or otherwise) with or before any governmental authority in respect of the Transactions without giving the other Parties reasonable prior notice of such meeting or discussions and, unless prohibited by such governmental authority, the opportunity to attend or participate.
Each of Parent and Merger Sub has agreed that, between the date of the Merger Agreement and the Closing, it will not, and will not permit any of its Affiliates to, enter into any contracts for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or otherwise) of any ownership interest or assets of any person that would likely prevent or materially delay the consummation of the Merger. The Company agreed that, between the date of the Merger Agreement and the Closing, it shall not, and shall not permit any of its subsidiaries to, enter into any contracts for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or similar transaction) of any ownership interest or assets of any person that would likely prevent or materially delay the consummation of the Merger.
Delisting and Deregistration of Common Shares of Travelport
Prior to the Effective Time, the Company will cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable laws and the rules and regulations of the NYSE to cause the delisting of its common shares from the NYSE as promptly as practicable after the Effective Time and the deregistration of its common shares pursuant to the Exchange Act as promptly as practicable after such delisting.
Financing
Cooperation with Debt Financing
Although the obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition (including, without limitation, consummation of any debt financing), the Company has agreed that, prior to the Effective Time, it will use its reasonable best efforts, and will cause each of its subsidiaries and their respective officers, employees and advisors to use its respective reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions
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to the Debt Commitment Letters to be satisfied or as is otherwise customary and reasonably requested by Parent in connection with the Debt Financing (as defined in the Merger Agreement), including using reasonable best efforts in connection with certain actions specified in the Merger Agreement.
Notwithstanding the foregoing, neither Company nor any of its subsidiaries are required to (1) waive or amend any terms of the Merger Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (2) cause any Closing condition with respect to the Merger to fail to be satisfied, (3) enter into any definitive certificate, agreement, arrangement, document or instrument prior to the Effective Time (other than the customary authorization letters), (4) give any indemnities that are effective prior to the Effective Time, or (5) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or the Company and its subsidiaries. In addition, no action, liability or obligation of the Company, any of its subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (other than with respect to the customary authorization letters), and neither the Company nor any of its subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Nothing in the Merger Agreement with respect to the Debt Financing will require (A) any officer or Representative of the Company or any of its subsidiaries to deliver any certificate or opinion or take any other action with respect to the Debt Financing specified in Section 6.7 of the Merger Agreement that could reasonably be expected to result in personal liability to such officer or Representative; or (B) the Board of Directors to approve any financing or contracts related thereto prior to the Effective Time.
In addition, Parent will (1) reimburse the Company for any reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or its subsidiaries or any of its Representatives (if any) in connection with the cooperation requirements described herein, promptly upon request by the Company following termination of the Merger Agreement pursuant to its term and (2) indemnify and hold harmless the Company, its subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Debt Financing pursuant to the Merger Agreement or the provision of information utilized in connection therewith (other than arising from (A) historical financial information relating to the Company and its subsidiaries provided expressly for use in connection with the Debt Financing or (B) the gross negligence, fraud, willful misconduct or intentional misrepresentation or intentional breach of the Merger Agreement by the Company, its subsidiaries or any of their respective Representatives).
Marketing Period and Efforts
Under the Merger Agreement, the Company has agreed to allow Parent a period of fifteen consecutive business days (subject to customary blackout dates) to market the Debt Financing. This marketing period is the first fifteen consecutive business days following the receipt by Parent from the Company of certain historical financial statements as referred to in the Debt Commitment Letter and throughout which period the Required Information (as defined in the Merger Agreement) is Compliant (as defined in the Merger Agreement), provided that the marketing period may not begin any earlier than the date on which the Company commences mailing of the proxy statement, that the delivery of certain newly available financial statements referred to in the Debt Commitment Letter during or after such fifteen consecutive business day period shall not restart such period, and that the marketing period in any event shall end on any earlier date on which the Debt Financing is otherwise funded to Parent.
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Treatment of Company Indebtedness
Credit Agreement
Concurrently with the Effective Time, Parent will repay and discharge (or provide the funds to the Company to repay and discharge) in full all amounts outstanding pursuant to the terms of the Credit Agreement (as defined in the Merger Agreement) (other than for customary indemnity obligations that expressly survive by their terms).
Existing Notes
The Company has agreed to, prior to the Effective Time, as soon as reasonably practicable after the receipt of any written request by Parent to do so, commence offers to purchase, and related consent solicitations to amend, eliminate or waive certain sections of the Existing Indenture as specified by Parent (the “Consent Solicitations”), with respect to all of the outstanding aggregate principal amount of the Company’s Existing Notes, on such terms and conditions, including pricing terms, that are proposed, from time to time by Parent and reasonably acceptable to the Company, to be consummated after the Effective Time (each a “Debt Tender Offer” and collectively, including the Consent Solicitations, the “Debt Tender Offers”) and Parent will assist the Company in connection with such Debt Tender Offers. Notwithstanding the previous sentence, the Company is not required to commence any Debt Tender Offer until Parent has prepared and provided the Company with the necessary offer to purchase, related letter of transmittal, consent solicitation statement supplemental indenture and other related documents in connection with such Debt Tender Offer (the “Debt Tender Offer Documents”), provided that that Parent will consult with the Company regarding and afford the Company a reasonable time to review (1) the timing and commencement of the Debt Tender Offers and any early tender or early consent deadlines for the Debt Tender Offers in light of the regular financial reporting schedule of the Company and (2) the Debt Tender Offer Documents and the material terms and conditions of the Debt Tender Offers.
The Closing of each Debt Tender Offer will be expressly conditioned on the occurrence of the Effective Time (and will occur after the Effective Time), and the Parties have agreed to use their reasonable best efforts to cause each Debt Tender Offer to close after the Effective Time; provided that the consummation of any of the Debt Tender Offers is not a condition to the Closing of the Merger. None of the Existing Notes will be required to be purchased until after the Effective Time. Concurrent with or immediately following the Effective Time, and in accordance with the terms of the Debt Tender Offer, the Surviving Company must accept for purchase and purchase all Existing Notes properly tendered and not properly withdrawn in the Debt Tender Offer. The Company has agreed to provide and to use its reasonable best efforts to cause its respective Representatives to provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers, provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company. The Company will not be required to consummate the Debt Tender Offers at or prior to the Effective Time and the Debt Tender Offers shall expressly state that consummation thereof is conditioned upon the occurrence of the Effective Time; provided, however, following a written request from Parent to do so, the Company may at or prior to the Effective Time in its sole discretion consummate the Debt Tender Offers.
If requested by Parent in writing, in lieu of commencing a Debt Tender Offer for the Existing Notes (or in addition thereto), the Company has agreed to (1) promptly deliver a notice with respect to a Change of Control Offer (as defined in the Existing Indenture) for the repurchase, on and subject to the occurrence of a Change of Control Payment Date (as defined in the Existing Indenture) to be mutually agreed by Parent and the Company, all of the outstanding aggregate principal amount of Existing Notes and otherwise comply with the Existing Indenture with respect to each such Change of Control offer or (2) take any actions reasonably requested by Parent to facilitate the satisfaction and/or discharge of such Existing Notes by the Surviving Company on or following the Effective Time pursuant to the Indenture, in each case pursuant to and in compliance with the Existing Indenture.
Parent shall promptly, upon request by the Company following the termination of the Merger Agreement, reimburse the Company for all reasonable and documented out-of-pocket costs, fees and expenses incurred by or on behalf of the Company in connection with the Debt Tender Offer, Change of Control Offer, any redemption or other actions described in the Merger Agreement in respect of the Existing Notes.
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Indemnification and Insurance
The Merger Agreement provides that the Surviving Company and its subsidiaries will (and Parent will cause the Surviving Company and its subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its subsidiaries pursuant to any indemnification agreements between the Company and any of its subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its subsidiaries prior to the Effective Time), on the other hand (each, together with such person’s heirs, executors and administrators, an “Indemnified Person”), in effect on the date of the Merger Agreement and made available to Parent (“Existing Indemnification Agreements”). In addition, during the period commencing at the Effective Time and for six years thereafter, the Surviving Company and its subsidiaries will (and Parent will cause the Surviving Company and its subsidiaries to) cause the organizational documents of the Surviving Company and its subsidiaries to contain provisions with respect to indemnification, exculpation and advancement of expenses that are at least as favorable for periods prior to the Effective Time as the indemnification, exculpation and advancement of expenses provisions set forth in the organizational documents of the Company or any of its subsidiaries, as applicable, as of the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.
In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Company will (and Parent will cause the Surviving Company to) to the fullest extent such persons are indemnified as of the date of the Merger Agreement pursuant to applicable law, organizational documents of the Company or any of its subsidiaries and the Existing Indemnification Agreements, as applicable, indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding, whether civil, criminal, administrative or investigative, whether asserted, to the extent that such legal proceeding arises directly or indirectly, out of, or pertains, directly or indirectly, to (1) the fact that an Indemnified Person was at any time at or prior to the Effective Time a director, officer, employee or agent of the Company or such subsidiary and (2) any action or omission, or alleged action or omission occurring at or prior to the Effective Time (including in connection with the approval of the Merger Agreement and the consummation of the Transactions), in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its subsidiaries, or taken at the request of the Company or such subsidiary (including in connection with serving at the request of the Company or such subsidiary as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan)); except that if, at any time prior to the sixth anniversary of the Effective time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to certain applicable provisions of the Merger Agreement, then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. The Merger Agreement also provides that, in the event of any such legal proceeding, the Surviving Company will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such legal proceeding, provided that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification, and only to the extent required by applicable laws or applicable organizational documents of the Company and its subsidiaries or applicable indemnification agreements. Notwithstanding anything to the contrary in the Merger Agreement, none of Parent, the Surviving Company nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any legal proceeding for which indemnification may be sought by an Indemnified Person pursuant to the Merger Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such legal proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Company (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Company.
In addition, without limiting the foregoing, unless the Company has purchased a “tail” policy from an insurance carrier with the same or better credit rating as the Company’s current directors’ and officers’
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liability insurance carrier, prior to the Effective Time (which the Company may purchase, provided that the premium for such insurance does not exceed 300% of the aggregate annual premiums currently paid), the Merger Agreement requires, for a period of at least six years commencing at the Effective Time, the Surviving Company to (and Parent to cause the Surviving Company to) maintain for the benefit of the directors and officers of the Company and its subsidiaries, at any time prior to the Effective Time, directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time on terms that are substantially equivalent to and in any event not less favorable in the aggregate than those of the Company’s directors’ and officers’ liability insurance in effect on the date of the Merger Agreement. Neither Parent nor the Surviving Company will be required to pay premiums for such policy to the extent such premiums exceed, on an annual basis, 300% of the aggregate annual premiums currently paid by the Company, and if the premium for such insurance coverage would exceed such amount Parent shall be obligated to cause the Surviving Company to obtain the greatest coverage available for a cost equal to such amount from an insurance carrier with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance carrier.
For more information, please refer to the section of this proxy statement captioned “The Merger—Interests of Travelport’s Directors and Executive Officers in the Merger.”
Other Covenants
Shareholders Meeting
The Company has agreed to take all necessary action in accordance with the Companies Act, the organizational documents of the Company and the rules of the NYSE to establish a record date for, duly call and give notice of a meeting of its shareholders, and, as promptly as reasonably practicable following the mailing of the proxy statement to the shareholder of the Company, convene and hold such a meeting for the purpose of obtaining the Requisite Shareholder Approval.
Shareholder Litigation
Prior to the Effective Time, each party to the Merger Agreement will: (1) provide the other parties with prompt notice of all shareholder litigation relating to the Merger Agreement; (2) keep the other parties reasonably informed with respect to the status thereof; (3) give the other parties the opportunity to participate (as such term is used in the Merger Agreement) in the defense, settlement or prosecution of any such litigation; and (4) consult with the other parties with respect to the defense, settlement and prosecution of such litigation. No party to the Merger Agreement may compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any such litigation without the other parties’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).
Conditions to the Closing of the Merger
The respective obligations of Parent and Merger Sub, on the one hand, and the Company, on the other hand, to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

the receipt of the Requisite Shareholder Approval;

the expiration or termination of the applicable waiting period under the HSR Act or certain other specified antitrust laws, or the receipt of all requisite consents related thereto; and

the consummation of the Merger not being prohibited, made illegal or enjoined by any statute, rule, regulation, law or order and no temporary restraining order, preliminary injunction or other judgment or order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Transactions being in effect.
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In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by Parent:

the representations and warranties of the Company relating to organization, good standing, corporate power, enforceability, anti-takeover laws, requisite shareholder approval, certain aspects of the Company’s capitalization, brokers and the absence of any Company Material Adverse Effect (A) that are not qualified by Company Material Adverse Effect or other materiality qualifiers being true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date) and (B) that are qualified by Company Material Adverse Effect or other materiality qualifiers being true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifiers qualifications) as of the date of the Merger Agreement and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date);

the representations and warranties of the Company relating to certain aspects of the Company’s capitalization being true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate with all other failures to be so true and correct, would not reasonably be expected to result in additional cost, expense or liability to the Company (or the Surviving Company), Parent and their Affiliates in excess of  $6 million;

the other representations and warranties of the Company set forth elsewhere in the Merger Agreement being true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the date of the Merger Agreement and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of such earlier date), except for such failures to be so true and correct that, individually or in the aggregate with all other failures to be so true and correct, would not have, or would not reasonably be expected to have, a Company Material Adverse Effect;

the Company having performed and complied in all material respects with the covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by it at or prior to the closing of the Merger;

the absence of any Company Material Adverse Effect having occurred after the date of Merger Agreement that is continuing as of the Effective Time; and

the receipt by Parent and Merger Sub of a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions as described in the preceding five bullets have been satisfied.
In addition, the obligation of the Company to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by the Company:

the representations and warranties of Parent and Merger Sub set forth in the Merger Agreement being true and correct as of the date of the Merger Agreement and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty
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will be true and correct in all respects as of such earlier date), except for any failure to be so true and correct that would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations pursuant to the Merger Agreement;

Parent and Merger Sub having performed and complied in all material respects with the covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by Parent and Merger Sub at or prior to the Closing of the Merger; and

the receipt by the Company of a certificate of Parent and Merger Sub, validly executed for and on behalf of Parent and Merger Sub and in their respective names by a duly authorized executive officer thereof, certifying that the conditions described in the preceding two bullets have been satisfied.
Termination of the Merger Agreement
The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Shareholder Approval (except as otherwise specified), only as follows:

by mutual written agreement of the Company and Parent;

by either the Company or Parent if:

(1) any permanent injunction or other judgment or order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Transactions (or any of them) is in effect, or any action has been taken by any governmental authority of competent jurisdiction, that, in each case, prohibits, makes illegal or enjoins the consummation of the Transactions (or any of them) and has become final and non-appealable; or (2) any statute, rule, regulation or order is enacted, entered, enforced or deemed applicable to the Transactions (or any of them) that prohibits, makes illegal or enjoins the consummation of the Transactions (or any of them), except that the right to terminate the Merger Agreement pursuant to this bullet point will not be available to any party that has breached in any material respect its obligations under the Merger Agreement to resist any such legal restraint before asserting the right to terminate pursuant to this bullet point;

the Merger has not been consummated by 11:59 p.m., Eastern time, on June 9, 2019 (the “Termination Date”), provided, however, that the right to terminate the Merger Agreement pursuant to this bullet point will not be available to any party whose action or failure to act (which action or failure to act constitutes a breach by such party of this Merger Agreement) has been the primary cause of, or primarily resulted in, either the failure to satisfy the closing conditions to the obligations of the termination party to consummate the Merger prior to the Termination Date or the failure of the Effective Time to have occurred prior to the Termination Date; or

the Company fails to obtain the Requisite Shareholder Approval at the Special General Meeting or any adjournment or postponement thereof;

by the Company if:

Parent or Merger Sub has breached or failed to perform any of its respective representations, warranties, covenants or other agreements set forth in the Merger Agreement such that certain conditions set forth in Section 7.1 or Section 7.3 of the Merger Agreement are not satisfied, except that if such breach is capable of being cured by the Termination Date, the Company will not be entitled to terminate the Merger Agreement prior to the delivery by the Company to Parent of written notice of such breach at least 30 days prior to such termination, it bein