Despegar.com Announces Preliminary Select 2020 First Quarter Financial Results - Seite 3

Agreement to Acquire Best Day

As previously announced, in January 2020, the Company entered into an agreement to acquire Viajes Beda S.A. de C.V. and Transporturist S.A. de C.V (“Best Day”), subject to the occurrence of certain closing and business conditions, which are pending.

Under the purchase agreement, the total consideration for the acquisition is approximately $136 million, subject to closing purchase price adjustments and plus or minus a variable purchase price component of up to approximately 10% of the total consideration. According to the purchase agreement, approximately 65% of the purchase price is payable upon closing, with the remainder of the consideration to be paid on or about the second and third anniversaries of the closing date.

The Company’s current expectation is that, if the parties agree to amend the purchase agreement, such agreement is likely to have significant changes to the original terms of the deal including changes to valuation and timing of payments trying to minimize or eliminate cash outlays associated to the purchase price in the short term, at least until 2022.

However, the Company cannot assure you whether any changes to the terms of the purchase agreement will be agreed by the parties.

The purchase agreement is subject to a number of closing conditions, including regulatory approvals, in particular approval of the Mexican antitrust authorities, and certain business conditions. If the Company and/or the sellers do not satisfy these conditions in the manner or in the timeframe contemplated, the proposed acquisition may be delayed, modified or terminated.

The Company is monitoring, and having discussions with the sellers, regarding the impact of the COVID-19 pandemic and other developments on Best Day. The Company cannot assure you that it and the sellers will be able to consummate the acquisition of Best Day under the existing terms, under different terms, or at all.

Quarterly Closing and Review Process

The information presented above is based on internal management accounts and preliminary reporting as of and for three months ended March 31, 2020. The Company has not yet completed its financial statement review procedures for the first quarter of 2020 and the foregoing preliminary financial data has been prepared by, and is the responsibility of, management based on currently available information. These preliminary results of operations are subject to revision as the Company prepares its financial statements and disclosure for the first quarter of 2020, and such revisions may be significant. In connection with its quarterly closing and review process, the Company may identify items that could require it to make adjustments to the preliminary financial data set forth above. As a result, the final results and other disclosures for the first quarter of 2020 may differ materially from this preliminary data.