HotelPlanner.com And Reservations.com cancelled the acquisition of Astrea Acquisition Corp. in a reverse merger transaction.
Upon completion of the transaction, the management of the combined company will be led by Tim Hentschel, HotelPlanner's Co-Founder & Chief Executive Officer, who will also serve as Chairman of the Board of Directors, and HotelPlanner's Co-Founder John Prince, who will serve as Chief Information Officer. The senior management team will also include Joe Groglio, Chief Financial Officer, Bruce Rosenberg, Chief Operating Officer, Leticia Piloto-Rodriguez, Chief Legal Officer, and Philip Ballard, Chief Communications Officer & Head of Investor Relations. Reservations.com Co-Founders Yatin Patel and Mahesh Chaddah will also become part of HotelPlanner's management team and will be instrumental to the merged company going forward. Upon completion of the transaction, the surviving company's non-employee Board of Directors is expected to also include: Gianno Caldwell, Fox News political analyst; Jeff Goldstein, former President of Pricegrabber; Dieter Huckestein, former Chairman/Chief Executive Officer of Conrad Hotels and former Chairman of the American Hotel & Lodging Association; Mohsen Moazami, former President of Cisco Systems; Dylan Ratigan, former MSNBC host of The Dylan Ratigan Show; Kate Walsh, Dean of the Cornell University School of Hotel Administration; Jim Wilkinson, Chairman/Chief Executive Officer, TrailRunner International; Tim Hentschel, John Prince, Yatin Patel, and Mahesh Chaddah will also serve on the Board. The transaction will require the approval of the stockholders of Astrea, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals, specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements, the Class A Common Stock shall be listed or have been approved for listing on the Nasdaq Stock Market, Astrea shall have at least $5,000,001 of net tangible assets remaining immediately prior to or upon consummation of the Merger, satisfaction of the minimum cash condition, approval of shareholders of HotelPlanner.com and Reservations.com. Astrea's Board of Directors approved the merger agreement and recommends the shareholders to vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2021. As of August 27, 2021, the transaction is expected to close by the end of the year. As of September 20, 2021, the transaction is expected to close in the fourth quarter of 2021. Use of proceeds generated form the transaction will be used to grow the team of engineers at HotelPlanner and continue to grow it's Artificial Intelligence.
EarlyBirdCapital, Inc. are serving as financial advisor to Astrea Acquisition Corp and David Alan Miller and Jeffrey M. Gallant of Graubard Miller as its legal advisor. Perella Weinberg Partners are serving as financial advisor to HotelPlanner, and David G. Bates, Milton A. Vescovacci, Mahesh H. Nanwani, Robert B. Lamm, Jeff Jonasen, Art Meyers, Lina Angelici, Greg Bader, Alan Lederman, Melanie Stocks, and Robin Goldston of Gunster Yoakley & Stewart, P.A. and Ryan Maierson, Tana Ryan, Navneeta Rekhi, Marc Jaffe, Senet Bischoff, Pardis Zomorodi, Ian Conner, Joseph Simei, Sven Volcker, Rachel Bates, Jeffrey Tochner, Erin Murphy of Latham & Watkins LLP as legal advisors to HotelPlanner. Gabriel J. Kurcab and Matt Kitchen of Katz Teller Brant & Hild, LPA and Thomas L. Hanley of Stradley Ronan Stevens & Young, LLP are serving as Reservations.com's legal advisors. Continental Stock Transfer & Trust Company acted as transfer agent to Astrea. At the Closing, Perella, will receive a fee of $7.5 million in cash and $2.5 million in stock. Advantage Proxy, Inc. acted as information agent to Astrea.
HotelPlanner.com And Reservations.com cancelled the acquisition of Astrea Acquisition Corp. (NasdaqCM:ASAX) in a reverse merger transaction on February 13, 2022.