Starboard takes a stake in Tripadvisor. How the activist may bolster value

Company: Tripadvisor (Gezi)

Business: Tripadvisor is an online travel company. Experiences, accommodation, restaurants and other travel categories, content, travel guidance and bilateral markets through its global mass associating brands, technology and abilities. Tripadvisor operates in three segments: Brand Tripadvisor, Viator and Theforc. The brand Tripadvisor segment is busy offering an online global platform for exploring, producing and sharing the content created by authentic user in the form of ratings and travels for travelers, interests, experiences, accommodation places, restaurants and travels. The Viator segment offers travelers a comprehensive online market that provides access to more than 400,000 experiences and more than 65,000 experience operators. TheFork segment offers an online market that allows food to discover and book online reservations in about 55,000 restaurants in 11 countries.

Stock market value: ~ 2.36b $ ($ 18,00 per share)

Activist: starboard value

Ownership: 9.01 %

Average Cost: $ 13.92

Activist Comment: Sancak is a very successful activist investor and has extensive experience to help companies focus on operational efficiency and margin improvement. The company is known for carrying out most of the perfect effort and most successful campaigns. A total of 158 previous activist campaigns in the history of Sancak, and in the same period, Russell 2000 was 13.18% for an average of 22.34%.

What’s going on

Sancak plans to interact with Tripadvisor’s administration and board. creating value.

Behind the curtain

Tripadvisor is the operator of the three online platforms designed to improve travel planning experience. Tripadvisor.com is the world’s largest travel guidance platform with 300 million unique visitors and more than one billion reviews and $ 900 million income. Viator, a rapidly scaling booking platform for tours and other travel experiences, is expected to generate over $ 900 million this year. Finally, Theforc is a restaurant reservation platform, which is now the largest market for online food reservations in Europe and is expected to generate more than $ 200 million this year. Although the triple market leader has businesses, the company is still traded with a heavy discount: about seven times earnings before interest, tax, depreciation and depreciation, historically higher floors for low to peers and Tripadvisor.

There are several explanations behind this valuation connection. Since Spinoff ExPedia in 2011 And until just a few months ago, Tripadvisor had bad management: a controlled ownership by Liberty Media Corp, a double -class stock structure and plurality voting standard. This was reflected in the 2025 -year -old meeting, including three managers, the President of Tripadvisor and including the President of Tripadvisor. Former CEO of Liberty Media Gregory Maffei, which receives more than 60 %, votes. Small, controlled companies tend to trade very well and that was. However, all of these changed when Tripadvisor bought it back in April 2025. Liberty Media’s control position And as a result, the dual class structure collapsed. Although Tripadvisor’s share price appreciates, there is still an evening from Liberty Media’s years of control. Secondly, Tripadvisor’s basic name plate decrease in the revenue from 2023 to 2024 decreased by 7.95%. If Tripadvisor was the only segment of the company, this valuation may be justified. However, Viator earns as much income as Tripadvisor and grows in double -digit proportions. The use is also growing with a high single digit, 200 million dollars in income, 65 million dollars in FAVOK and more than 20% margins on scale. Tripadvisor’s sales spend a year, still $ 900 million and is a market leader with an EBITDA of 250 million dollars.

Enter a starboard that explains 13D It took 9.01 % position He plans to meet with the company’s board of directors and management team in Tripadvisor and the opportunities to create potential value. As it is typical in a starboard investment, there are more than one arms to unlock the value. The first and perhaps most likely, the status quo, which is extremely rare for an activist like a starboard. However, if Tripadvisor returns to income increase and the other two segments continue to increase the margins, there may be very little except monitoring the rise of stock when the market company starts to understand better. If there is no growth in Tripadvisor, it has the opportunity to run more differently by focusing on the highest level than investing. This is where it is very valuable to help Sancak companies. Thirdly, although the three businesses have some strategic synergies, even if they are not operational, they are carried out independently and may show the sum of the part value through the sale of even one segment. This is not something that the starboard is often defended here and does not defend it. However, TheFork is a very strategic asset in a mature area with purchasing: Priest To Amex, Open To Priceline Group (now reservation holdings) and Seven -room Only a few examples of Doordash. These agreements typically occurred in the middle to high single -digit income floors. Although only 10% of the total income of the company and 5% of EBITDA, the Five Fly -Fly income for Theforc will be a valuation of $ 1 billion. Finally, there is a potential hidden artificial intelligence value here. Hundreds of millions of users and 25 years of history, Tripadvisor has a very valuable and unique data that can be an extremely valuable asset for AI providers. In addition, the company has recently announced partnerships. Wonder And OpenaiHowever, the conditions of these agreements are not public.

Finally, the whole company has potential sales. Although the starboard board is not a “company sales” activist, it results in a fake game every time an interaction with an activist company, and it suddenly attracts any potential that kicks the tires. Happened Those who are interested in the potential here. Tripadvisor in February 2024 Announced the formation A special committee to evaluate offers for potential transactions. During the Liberty repuration process, Tripadvisor announced that he had received more than one purchase offer, and another offer from a strategic buyer appeared at the beginning of 2025 at $ 18 to $ 19 per share. Since then, the first quarter results were better than expected, future guidance developed, and stock has increased by more than 20% to date. If there is interest, there is no reason not to exist now. The sale of the company is not a starboard agenda here, but it is an economic animal that has a duty to trust firm investors. If an undesirable offer comes, the company will encourage the company to accept the company if the activist thinks that the shareholders are at the best long -term interest.

With an activist like Sancak participation, we would remind us of not talking about the discontent of the shareholders at Tripadvisor’s last year’s meeting. Three directors were taken from this address At least 45% voting Jeremy Philips and President Gregory Maffei receive 56.8% and 69.3%, respectively. Since there is no majority voting standard in undisputed elections, all three managers remain on the board of directors. It can look at it and assume that the banners target these three managers for a potential proxy struggle. Even though the starboard is not alien to a proxy fight and will go there if necessary, we do not believe that this is the case. First, most of the reasons for the withholding votes are no longer relevant, and the MaFfei, who received the most withholding votes, is a respected operator. Moreover, like Sancak, MaFfei is an economic animal that gives priority to the return of shareholders and aligned with the starboard to recognize the company’s current valuation and transfer opportunities. We think that the Sancak board can add a lot of value with the representation of the board of directors, but it seems to be a partnership rather than a war.

Ken Squire is the founder and president of the 13D Monitor, a corporate research service on shareholder activism and is the founder and portfolio manager of the 13D Activist Fund, an investment fund investing in the investment portfolio of the activist 13D. Tripadvisor belongs to Fund.