Travelzoo (NASDAQ:TZOO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement
Travelzoo (the “Company”), from time to time, engages in share repurchases and on February 13, 2019, the Company entered into a Stock Repurchase Agreement (the “SRA”) with Azzurro Capital Inc. (“Azzurro”), a majority shareholder of the Company, to repurchase an aggregate of 100,000 shares of the Company’s common stock for an aggregate purchase price of $1,540,311. The SRA provides that the purchase price is based on the five (5) day volume weighted average price calculated using the VWAP function on Bloomberg, from the dates of February 6, 2019 through and including February 12, 2019, minus a five percent (5%) discount.
Prior to the execution of the SRA, the Company’s board of directors established a special committee (the “Special Committee”), consisting of independent and disinterested directors, and provided it with exclusive power and authority to determine whether any potential transaction to acquire shares from Azzurro was advisable, fair to and in the best interests of the Company’s stockholders, other than Azzurro. The Special Committee engaged independent legal counsel and an independent financial advisor and unanimously approved the SRA. The SRA contains customary terms for these types of transactions, including, but not limited to, representations and warranties made by the Company and Azzurro.
The foregoing description of the SRA does not purport to be complete and is qualified in its entirety by reference to the SRA, a copy of which is attached as Exhibit 10.1, and which is incorporated by reference herein.
EX-10.1 2 exhibit101travelzooandazzu.htm EXHIBIT 10.1 Exhibit Exhibit 10.1STOCK REPURCHASE AGREEMENTTHIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of February 13,…
To view the full exhibit click
About Travelzoo (NASDAQ:TZOO)
Travelzoo Inc. (Travelzoo) is a media commerce company. The Company informs over 30 million members in Asia Pacific, Europe and North America, as well as various Website users, about the travel and entertainment deals available from a range of companies. The Company operates through three segments: Asia Pacific, Europe and North America. The Asia Pacific segment consists of the Company’s operations in Australia, China, Hong Kong, Japan, Taiwan and Southeast Asia. The Europe segment consists of the Company’s operations in France, Germany, Spain and the United Kingdom. The North America segment consists of Travelzoo’s operations in Canada and the United States. Its publications and products include the Travelzoo Websites, the Travelzoo Top 20 e-mail newsletter, the Newsflash e-mail alert service, the SuperSearch pay-per-click travel search tool, and the Travelzoo Network, a network of third-party Websites that list travel deals published by Travelzoo.