Thomas cook(India) Ltd & sterling Holidays India Announce Merger. It Was the biggest merger in the tourism industry in INDIA till now .

2.  In 1841, young Thomas Cook arranged an 11-mile train
journey for a motley group of passengers from
Leicester to Southborough. And it marked the
beginning of a chapter in history. He went on to
introduce a railway tour of Europe. But it wasn't until
the early 1860s that he began the travel firm, Thomas
Cook & Son, which included tours of the USA. The
Company also started operations for military transport
and postal services for England and Egypt during the
1880s.

3. • TCIL commenced its India operations in Mumbai in
1881 as a branch of Thomas Cook and Sons, dealing in
travel and travel finance related business.
• The company was incorporated as a company in 1978,
under its current name, and was later listed in 1983.
• In 2012, Thomas Cook Group plc, UK (the erstwhile
parent) sold its majority shareholding in Thomas
Cook (India) Limited (“TCIL”) to Fairbridge
Capital (Mauritius) Limited (“Fairbridge Capital”)
a 100% subsidiary of Fairfax Financial Holdings
Limited, Canada (“Fairfax”).

4. • Thomas Cook (India) Ltd. is an Indian travel agency,
headquartered in Mumbai, India, providing travel
services including:
 Foreign Exchange,
 International and Domestic Holidays,
 Visas,
 Passports,
 Travel Insurance
 MICE.
 TCIL’s footprint currently extends to over 235 locations
(including 15 airport counters) in 99 cities across
India, Mauritius, and Sri Lanka.

5.  Sterling Holiday Resorts Limited (known as Sterling), a
holiday lifestyle company, was incorporated in the year
1986 in Chennai, India, and opened its first resort, Lake
View Kodaikanal(Tamilnadu).
 In 2010, the company changed its brand name from
Sterling Resorts to Sterling Holidays.
 Since 2014, Sterling is a 100% independently managed
subsidiary of Thomas Cook (India) Limited (TCIL) and is a
part of the global conglomerate, Fairfax Financial Holdings
Limited (Toronto).

6.  The deal values Sterling Holidays at about Rs 870
crore.

7.  As part of a multi-stage process, TCIL will make a
preferential allotment investment for approximately Rs
187 crore in Sterling.
 It will purchase shares from Sterling shareholders for
Rs 176 crore.
 It will then make a mandatory open offer for Rs 230
crore.
 The merger between the two companies will be at a
defined swap ratio of 120:100.
 ICICI Securities was the merchant banker for the
deal, while Antique Group was the advisor for the
transaction.

8. • Both the companies operate in the same sector with each of
them having a large travel oriented customer base.
Further, industry experts believe that this could also be a
move towards vertical integration. TCIL as a travel services
company can start offering the hospitality options to its
customers as currently provided by Sterling on standalone
basis, thus helping them to plan their holidays better.
• Sterling has been generating positive cash flows, and it is
expected that Sterling’s revenue for the year ending March
2014 will be of approximately USD 26 Million, with a fair
free cash flow.

9.  The merger brings significant synergies to both partners -
with Thomas Cook India gaining access to Sterling Resorts’
network of 19 resorts in 16 holiday destinations across
India.
 The company also has 15 additional sites where it plans to
add new resorts in the coming years.
 Based on equity investments and merger ratios, the
aggregate value of the two companies is approximately Rs.
3000 Cr.
 Merger focused on synergies and jointly leveraging growing
Domestic & Inbound travel, Vacation Ownership &
Hospitality opportunities

10. Madhavan Menon, Managing Director, Thomas
Cook (India) Ltd., said “Ramesh Ramanathan and
his team at Sterling Resorts, are veterans who were
instrumental in developing the Vacation Ownership
category in India and we are delighted to partner them
via this merger! The synergistic opportunities that this
new partnership between Thomas Cook & Sterling
Resorts offers are enormous, because they create
multiple avenues to grow our respective businesses
and to create valuable business opportunities
together”

11.  Ramesh Ramanathan, Managing Director,
Sterling Holiday Resorts (India) Limited stated,
“The merger with Thomas Cook will strengthen
Sterling’s market position as there are multiple natural
synergies which both companies will mutually benefit
from. Thomas Cook customers will have access to our
pan-India network of well located, full-service, quality
resorts which offer great holiday experiences. Sterling
stands to benefit from Thomas Cook’s iconic brand
reputation and TCIL’s large base of domestic and
inbound travel customers. There is also scope to add
value to Sterling’s Vacation Ownership members
through the synergies that exist between the two
companies.”