Hickory Global says its bid to buy Ensemble was suppressed

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Ensemble last month said that pending shareholder approval, the cooperative would be acquired by private investment company Navigatr Group.
Ensemble last month said that pending shareholder approval, the cooperative would be acquired by private investment company Navigatr Group. Photo Credit: Metamorworks/Shutterstock

Corporate travel agency alliance Hickory Global Partners said it made a bid for member-owned cooperative Ensemble Travel Group, which Hickory claims Ensemble never disclosed to members. 

That happened, Hickory contends, amid a publicly disclosed plan for Ensemble to be acquired by Navigatr.

Further, Hickory said it was left with the impression that Ensemble would cease operations if members did not approve the Navigatr transaction.

Ensemble declined to comment on Hickory's accusation.

Ensemble last month said that pending shareholder approval, the cooperative would be acquired by private investment company Navigatr Group.

Navigatr's other investments include host agency Travel Edge, travel agency consortium TripArc and Kensington Tours.

Hickory president Chris Dane said in a statement Wednesday that Ensemble failed to tell members about competing bids, "including ours," and its board "failed their fiduciary responsibility" to members.

"Ensemble's lack of transparency will cost its members and will cause irreparable harm to the travel consortium business as a whole," Dane said. "They are rushing to cram through a vote while withholding key information and competing offers."

In a statement, Hickory said Ensemble members had contacted Hickory to discuss different consortia options.

According to Hickory, members were given a "dense legal document" of 120-plus pages on the potential Navigatr transaction "with just two weeks for members to evaluate and an urgency to cast proxy votes to ratify the deal by mid-May."

Further, Hickory said, "In 'fireside chat' presentations to agency owners, Ensemble officers threatened that without a vote of two-thirds of members to approve the Navigatr offer, Ensemble -- lacking any other alternatives -- would likely cease to operate."

Hickory likes business-leisure combo

In an interview on Wednesday, Dane said Hickory was interested in Ensemble because of its leisure focus.

"It complements what we're doing," he said. "It's leisure, and we're corporate. It really would make us the only corporate-leisure consortium."

Dane said Hickory continues to have interest in Ensemble, but that the process of presenting Hickory as an interested buyer has been "frustrating."

"Frankly, the process that they went through, in our view, was not designed to elicit the highest offer," Dane said.

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