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SEC Filings

20-F
TRIVAGO N.V. filed this Form 20-F on 03/06/2018
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Whereas pursuant to Section 4.4 of the IPOSA, any provision of the IPOSA may be waived if such waiver is in writing and is signed by each party providing such waiver;

Whereas the IPOSA sets forth in Section 2.4 (b) that the articles of association and rules of procedure of the Company shall be amended and mirrored as soon as practicable after the IPO Date such that the governance of HoldCo shall be as identical as possible to the governance of HoldCo;
Whereas a draft of amended articles of association was discussed between the legal advisors of the parties for some time but no agreement was reached;

Whereas, the Company and HoldCo contemplate to merge shortly;

Whereas, the Merger will have the effect that the Company ceases to exist which makes any change of its governance structure redundant;

Whereas, in the light of the foregoing, the parties to this Letter Agreement mutually concluded to abstain from amending the governance documents of the Company;

Whereas, pursuant to Section 2.3 (f) (ii) of the IPOSA, the capital structure of HoldCo shall be mirrored in its economic interest in the Company;

Whereas, as a result of the exercise of stock options of certain employees, the obligation to mirror the capital structure pursuant to Section 2.3 (f) (ii) of the IPOSA was in principle triggered;

Whereas, the parties mutually determined that the implementation of measures pursuant to Section 2.3 (f) (ii) of the IPOSA would not change the IPO Exchange Ratio and/or the number of shares in HoldCo that the Founders receive as a result of the merger;

Whereas, in light of the foregoing, the parties mutually agreed on equal footing that compliance with the obligation to mirror the capital structure pursuant to Section 2.3 (f) (ii) of the IPOSA would not change the commercial outcome (wirtschaftliches Ergebnis) of the Merger and that the Merger is nevertheless fair and balanced in all commercial and economic aspects;

Whereas, the parties therefore intend to abstain from implementing measures pursuant to Section 2.3 (f) (ii) of the IPOSA and to proceed with the Merger;

Now, therefore, in consideration of the mutual agreements, provisions and covenants contained in this Letter Agreement and the IPOSA, the Founders, HoldCo, the Company and Expedia hereby acknowledge and agree as follows:

1)
Notwithstanding Section 2.3(f)(ii) of the IPOSA, no change in the capital structure of the Company shall be implemented to mirror capital increases of HoldCo resulting from the exercise of certain share options by employees prior to the Merger, and that nevertheless, the Merger is fair and balanced in all commercial and economic aspects.

2)
Notwithstanding Section 2.4(b) of the IPOSA, the articles of association and rules of procedure of the Company shall not be amended prior to the Merger such that the governance



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