UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Filed by the Registrant. ☒
Filed by a Party other than the Registrant. ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Travelport Worldwide Limited
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Video Message to Travelport Employees from Frank Baker and
John Swainson (Transcript of Video Posted on Employee Website)
Frank Baker
Siris Capital Managing Partner and Founder
Hello everyone. My name is Frank Baker.
I am the Managing Partner and Founder of Siris Capital and we are incredibly excited about the take-private of Travelport. Now
typically when we announce a transaction, I am actually there in the room with you and delivering this live, but given the complications
around the “go-shop” period post-announcement, which I am sure Gordon will walk you through in more detail, we need
to do this via video.
Siris is a private equity firm and we only
focus on technology companies and almost every business that we buy is a public company that we take private. Now as many of you
know, in today’s technology markets if your revenues grow double-digits, if you’re doing software, and most importantly
if in the first sentence of your company description you can say one of two magic words, “SaaS” or “Cloud,”
you attract an incredibly high valuation. However, if you’re more of an infrastructure player, if you’re a slower growth
technology company, the public markets don’t treat you so well, and that’s where we spend all of our time at Siris.
We can acquire businesses of that type,
which Travelport is a great fit, and take them private and create more value. We aren’t going to be subject to the whims
of public market valuations, of quarterly reporting and we will really be able to be focused on creating long-term value within
Travelport. We can make the right investments in our GDS business, which benefit our travel agent partners and the OTAs as well
as the airlines and the hotels to create long-term value. Further, we can be massive supporters of eNett, which we all believe
will deliver a tremendous amount of value over time.
I’d also like to introduce to you
two other partners with us in this transaction. First, Elliott Management. I am sure many of you have read about Elliott in the
newspaper and you know that Elliott is one of your largest publicly traded shareholders in Travelport. This is the third transaction
that we’ve worked on with Elliott and they are a trusted and dear Siris partner. While we at Siris will be in the lead investor,
so we will be the group that interfaces with the management team on a regular basis, Elliott will be on the board and will be a
meaningful investor in this transaction.
I’d also like to introduce John Swainson.
John is one of the Executive Partners of Siris. He is part of my team. John has had a long career in technology prior to joining
Siris. He started his career at IBM. He was the CEO of Computer Associates and also ran all of the software businesses at Dell.
John has been working hand in hand with the Siris team as we have been working with Gordon and his team at Travelport to complete
our due diligence and underwrite the acquisition of Travelport. Post-close John will join the board and will also be the Executive
Chairman. With that I’d like to introduce John Swainson.
John Swainson
Siris Capital Executive Partner
Hello. My name is John Swainson and I am
an Executive Partner here at Siris. I have been working with the Siris team for the last few months on the Travelport transaction,
and I am looking forward to a continuing role as I’ll likely become the Executive Board Chair when the transaction is completed.
I’d like to tell you a little bit about myself and what I have learned about Travelport and why I am so excited about this
opportunity. First, I have had a long career history in the technology industry. I started my career with IBM in the late 1970s.
I had a variety of management experiences there including running many of the software and infrastructure businesses, including
the TPF business for a while in the late 1990s, early 2000s. I left IBM in 2004 and went to Computer Associates where I was the
CEO for five years and then left there and went eventually to Dell Computers where I worked with Michael Dell on the transformation
of that business and helped him take it private and ultimately as you know take it public again.
I have been with Sirs Capital for about
a year and have been working with them on large scale technology companies that are going through some sort of transition. What
I’ve seen in the due diligence with Travelport has been a series of very impressive people, some really great technology
that can get even greater as we go forward in time here and some great customer relationships and I am excited about all those
things.
Look this is a very interesting industry.
Travel and leisure is an industry that has lots of sort of secular tailwinds behind it. We think those are good, always good to
be in a business that is in demand, and yet there are some challenges. The technology is clearly changing quickly, customer requirements
are changing quickly and there is a real opportunity, I think to leverage the great things that this team has built up around mobile
applications, around analytics and data, and just the platform itself to deliver more value to customers more quickly than we really
ever before. And that’s really the opportunity that we see going forward.
Now we also understand that as a public
company there are challenges and sometimes public companies have difficulty making some of the long-term investments they need
to make because the public markets won’t necessarily underwrite those investments and those are the things that we think
that as long-term investors in a private setting that we can potentially do. So we are looking forward to working with the team
and making those investments to build a better and stronger Travelport.
Now in the short-term as Gordon has said
to you there is going to be a “go-shop” period for about 45 days and then there is a series of regulatory things that
we have got to get approved and we will be doing that. So in the meantime my message to you is keep focused on the business, keep
working on closing Q4 and the year, and keep focused on your customers and building and delivering great technology and we will
be back to you in the beginning of next year hopefully with an in-person kind of involvement, in-person meeting, and looking forward
working much more closely with you then.
So, thank you again. Have a very happy
holidays and we look forward to seeing you in the new year.
Important Information For Investors And Shareholders
Important Information and Where to Find it
The proposed acquisition of Travelport
Worldwide Limited (the “
Company
”) by affiliates of Siris Capital Group, LLC (“
Siris
”) and
affiliates of Evergreen Coast Capital Corp (“
Evergreen
”) will be submitted to the shareholders of the Company
for their consideration. In connection with the proposed transaction, the Company will file with the Securities and Exchange Commission
(the “
SEC
”) a proxy statement with respect to a special meeting of the Company’s shareholders to approve
the proposed transaction. The definitive proxy statement will be mailed to the Company’s shareholders. the Company also plans
to file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED
TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SIRIS, EVERGREEN AND THE PROPOSED TRANSACTION. Investors and shareholders
will be able to obtain free copies of the proxy statement and other documents containing important information about the Company,
Siris and Evergreen, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at ir.travelport.com
or by contacting the Company’s Investor Relations Department at +44 (0)1753 288 686.
Certain Information Regarding Participants
The Company and certain of its directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies
from the shareholders of the Company in connection with the proposed transaction. Information about the directors and executive
officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with
the SEC on February 20, 2018, and in its proxy statement for its 2018 annual meeting of shareholders, which was filed with the
SEC on April 25, 2018. To the extent holdings of the Company securities have changed since the amounts printed in the proxy statement
for the 2018 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed
with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication does not constitute
a solicitation of proxy, an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding
future events. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “potential,” “should,” “will”, and “would” or other similar
words. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking
statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to the
costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of the Company;
the Company’s plans, objectives, expectations and intentions with respect to future operations and services; approval of
the proposed transaction by shareholders; the satisfaction of the closing conditions to the proposed transaction; and the timing
of the completion of the proposed transaction.
All forward-looking statements involve significant risks and
uncertainties that could cause future results to differ from those expressed by the forward-looking statements, many of which are
generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties include, but
are not limited to, (i) the possibility that the proposed transaction is delayed or does not close, including due to the failure
to receive required shareholder or regulatory approvals, the taking of governmental action to block the proposed transaction, the
inability to obtain required financing, or the failure of other closing conditions, and (ii) the possibility that expected financial
results will not be realized, or will not be realized within the expected time period, because of, among other things, factors
affecting the level of travel activity, particularly air travel volume, including security concerns, pandemics, general economic
conditions, natural disasters and other disruptions; general economic and business conditions in the markets in which the Company
operates, including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the Eurozone; pricing,
regulatory and other trends in the travel industry; the Company’s ability to obtain travel provider inventory from travel
providers, such as airlines, hotels, car rental companies, cruise lines and other travel providers; the Company’s ability
to develop and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue
streams; maintenance and protection of the Company’s information technology and intellectual property; the impact on travel
provider capacity and inventory resulting from consolidation of the airline industry; the impact the Company’s outstanding
indebtedness may have on the way the Company operates its business; the Company’s ability to achieve expected cost savings
from the Company’s efforts to improve operational and technology efficiency, including through the Company’s consolidation
of multiple technology vendors and locations and the centralization of activities; the Company’s ability to maintain existing
relationships with travel agencies and to enter into new relationships on acceptable financial and other terms; and the Company’s
ability to grow adjacencies, such as payment and mobile solutions; and the impact on business conditions worldwide as a result
of political decisions, including the United Kingdom’s decision to leave the European Union.
Forward-looking statements should not be
read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which,
such performance or results will be achieved. Forward-looking information is based on information available at the time and/or
management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned
“Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the
SEC on February 20, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the
SEC on May 3, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on
August 2, 2018, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the
SEC on November 1, 2018, provide examples of risks, uncertainties and events that may cause actual results to differ materially
from the expectations described in the forward-looking statements. You should be aware that the occurrence of the events described
in these risk factors and elsewhere could have an adverse effect on the Company’s business, results of operations, financial
position and cash flows.
Forward-looking statements speak only as of the date the statements
are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions
or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.
If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates
with respect thereto or with respect to other forward-looking statements. For any forward-looking statements contained in any document,
the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
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