Tripadvisor on Monday announced it has formed a special committee “to evaluate any proposals that may be brought forward for a potential transaction.”
Specifically, the statement said, those proposals could come from Liberty Tripadvisor Holdings, an Englewood, Colorado-based company that has held a controlling interest in Tripadvisor since that company’s initial public offering in December 2011.
In October, Liberty Tripadvisor Holdings received written notice from Nasdaq that trading of stock would be suspended if its minimum bid price did not regain compliance with the stock market.
Liberty Tripadvisor holds a 57% voting interest in Tripadvisor, though it holds barely more than 20% stake in that company’s shares.
Tripadvisor’s announcement of the special committee formation referred to Liberty Tripadvisor Holdings’ recent disclosure of its intent to “evaluate potential alternatives” involving Tripadvisor.
Creating a committee of independent directors is done to protect the interests of the company while avoiding any conflicts of interest. It is generally formed to act on specific issues, such as negotiating and approving, or rejecting, a sale or change of control transaction.
Tripadvisor’s announcement stated there can be no assurance that a transaction will occur.
“Any potential transaction would be subject to, among other things, the negotiation and execution of mutually acceptable definitive transaction documents and the approval of the board, including the approval of the special committee,” the statement said.
The company added that it does not intend to disclose developments on the matter until the special committee and board determine it’s appropriate or necessary or is required by law or regulatory requirements.
In March 2020 Liberty Tripadvisor Holdings landed a $325 million investment from Certares Management.