Indian booking site Yatra's lawsuit over Ebix merger dismissed for lack of right to pursue claims
Indian travel booking site Yatra Online Inc’s lawsuit against software company Ebix Inc for sabotaging their now-dissolved merger was dismissed by a Delaware judge for its lack of right to pursue breach of contract claims
Vice-Chancellor Joseph Slights III in Wilmington, Delaware said that Yatra had forfeited its right to pursue breach of contract claims when it pulled out of the merger.
Ebix offered to acquire Yatra in early 2019 for $337.8 million, including debt.
In June 2020, Yatra terminated the merger deal and sued Ebix for allegedly trying to circumvent the terms by intentionally delaying filing a form with the US Securities and Exchange Commission, which was required for the deal's closure.
Yatra added that Ebix and its lenders changed Ebix’s credit agreements so that it wouldn’t have to pay $257 million to Yatra’s shareholders as part of the business combination.
Ebix noted that backing out of the deal barred Yatra's breach of contract claims, to which Slights agreed.
A merger provision indicates that no party could be made liable for the breach in case of termination.
Slights also dismissed Yatra’s claims of fraud and tortious interference.
Yatra's breach of fair dealing claim over the credit agreement amendment was dismissed as the contract explicitly stated that Ebix had to complete the deal without defaulting on the agreement.
The tortious interference claim was dismissed for Yatra's failure to allege that the banks' amendment of the credit agreement was a “significant factor” in the merger breach.