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US: Expedia will pay Orbitz $115 million if antitrust complications arise

 |  February 15, 2015

Expedia announced last week their intention to buy Orbitz, in an attempt to grow their own airfare sales. If any antitrust or other legal complications block Expedia acquisition of Orbitz, Expedia would have to pay Orbitz a $115 million termination fee, they announced on Friday.

That detail emerged as Expedia Inc. filed a copy of the merger agreement with the Securities and Exchange Commission.

On the other hand, if Orbitz Worldwide were to accept a proposal superior to Expedia Inc.’s $12 per share then Orbitz would have to pay Expedia a $57.5 million termination fee. Orbitz Worldwide is prohibited from soliciting such an offer, but is free to accept one.

Breakup-fees are fairly standard in merger agreements but the antitrust fees written into the Expedia-Orbitz agreement are noteworthy because this acquisition may get closer scrutiny than others.

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