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Upon consummation of the Merger, Tripadvisor plans to retire approximately 27 million shares of Tripadvisor common stock currently held by Liberty TripAdvisor, net of approximately 2.4 million shares underlying the VPF.
Accordingly, Tripadvisor views this transaction as effectively a repurchase of the Tripadvisor common stock held by Liberty TripAdvisor.
The implied share price for the acquisition of such shares of Tripadvisor common stock from Liberty Tripadvisor is $16.21 (which reflects a premium of approximately 16% based on the 10-day volume-weighted average share price as of December 17, 2024).
The transaction will result in the simplification of Tripadvisor's capital structure into a single class of shares with no controlling stockholder, thereby creating more strategic flexibility for Tripadvisor.
