OpenTable, Inc., a provider of free online reservations for diners and guest management systems for restaurants, has entered into a definitive agreement to acquire toptable.com, a leading restaurant reservation site in the United Kingdom, for approximately $55 million USD in cash.
OpenTable will acquire the entire issued share capital, including outstanding options, of privately-held toptable.com for approximately $55 million USD. The transaction is expected to close in the fourth quarter of 2010 and is subject to customary closing conditions. OpenTable plans to finance the acquisition with existing cash, cash equivalents and short-term investments. For the fiscal year 2009, toptable.com reported revenues of approximately POUND6.3 million GBP and net income of POUND750,000 GBP. OpenTable believes it will incur approximately $500,000 in non-recurring transaction and integration costs in both Q3 and Q4, or a total of $1 million through the end of the year. OpenTable will file a Current Report on Form 8-K that will include as an exhibit the Share Purchase Agreement for the acquisition. BofA Merrill Lynch is acting as financial advisor and Latham & Watkins LLP as legal counsel to OpenTable; Allen & Company is acting as financial advisor and Bird & Bird LLP as legal counsel to toptable.com.