Lindblad Expeditions Inc. and Capitol Acquisition Corp. II (Nasdaq: CLAC) are merging in a deal worth $439 million.
Lindblad provides expedition travel cruises that feature close-up encounters with wildlife and nature through a partnership with National Geographic. Destinations include the Galapagos, Antarctica, the Arctic, the Amazon, Alaska and locations in Europe.
Capitol is an investment vehicle formed for the merger that raised $200 million in cash when it went public in May 2013. The company says that adventure travel is a fast-growing market segment, and that it grew 65 percent annually between 2009 and 2012 to a $263 billion industry.
Under the terms of the deal, Capitol will acquire Lindblad's shares and the combined business will be listed on the Nasdaq exchange and called Lindblad Expeditions Holdings Inc. Sven-Olof Lindblad, founder and president of Lindblad, will remain in place.
After the deal closes, Sven-Olof Lindblad will own about 29 percent of the company, National Geographic Joint Fund for Exploration and Conservation will own about 1 percent, and the rest will be owned by other Lindblad shareholders, with 50 percent owned by Capitol. Lindblad's owners will also receive a $90 million cash payment at closing.
Capitol is led by CEO Mark Ein and CFO Dyson Dryden. Ein previously formed another publicly-traded acquisition vehicle, Capitol Acquisition Corp., which created Two Harbours Investment Corp. (NYSE: TWO), a mortgage real estate investment trust.
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as advisers to Capitol, while Latham & Watkins LLP provides legal advice. Foley & Lardner LLP and Skadden Arps Slate Meagher & Flom LLP are advising Lindblad.
We have seen several travel-related acquisitions recently. In February, the Carlyle Group (Nasdaq: CG) led a group to buy PrimeSport Holdings Inc., which sells tickets and travel packages for sporting events. Before that, also in February, Expedia Inc. agreed to buy Orbitz Worldwide Inc. to take on industry-leader Priceline.