NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Barcelona, September 10, 2018 – eDreams ODIGEO announced today that it has launched an offering of €425,000,000 aggregate principal amount of senior secured notes due 2023. eDreams ODIGEO and certain of its subsidiaries will guarantee the notes, and the notes will be secured by certain assets of eDreams ODIGEO.
The net proceeds of the offering, if completed, along with existing cash on balance sheet, are expected to be used to redeem for cancellation all of the outstanding euro-denominated 8.50% Senior Secured Notes due 2021 issued by eDreams ODIGEO on October 4, 2016, in accordance with the terms of such notes, and to pay commissions, fees and other expenses associated with the offering and the redemption.
About eDreams ODIGEO
eDreams ODIGEO is one of the world’s largest online travel companies and one of the largest European e-commerce businesses. Under its leading online travel agency brands – eDreams, GO Voyages, Opodo, Travellink, and the metasearch engine Liligo – it offers the best deals in regular flights from more than 575 airlines, hotels, cruises, car rental, dynamic packages, holiday packages and travel insurance to make travel easier, more accessible, and better value for the more than 18.5 million customers it serves across 43 markets. eDreams ODIGEO is listed on the Spanish Stock Market.
This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”), Canada, Australia or Japan. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities of eDreams ODIGEO (the “Company”) in the United States, and this press release does not constitute a “prospectus” within the meaning of the US Securities Act. None of the securities of the Company have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act.
In the United Kingdom, the offering is being made, and is directed only at, persons who are Qualified Investors and who are (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order (all such persons together being referred to as “Relevant Persons”). In the United Kingdom, any investment activity to which this document relates is only available to, and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document.
Certain statements included within this document may constitute “forward-looking statements” that reflect the Company’s intentions, beliefs or current expectations. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without, limitation, those regarding the Company’s strategy, plans, objectives, goals and targets, including those related to the completion of the offering and redemption of securities. The Company’s ability to achieve its projected results is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. All forward-looking statements included herein are based on information available to the Company as of the date hereof and the delivery of this document does not imply that the information contained herein is correct as at any time subsequent to the date hereof. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.