Toronto-based Constellation Software has acquired at least 10% of the company, triggering Sabre to put into effect a "shareholder rights plan" to "protect the interests of Sabre and its shareholders" in case of a takeover attempt.
Known as a poison pill strategy, if any person or company acquires 15% or more of Sabre stock, other shareholders will be able to acquire Sabre stock at 50% off. That would dilute ownership of the triggering company and make a takeover significantly more expensive.
According to Sabre, Constellation acquired its Sabre stock from April to November 2025, 4.7% in beneficial ownership of common stock and 5% via derivative instruments. The company informed Sabre of its stake in January.
At that point, Constellation requested a board seat for two executives, Sabre said. It nominated them on Jan. 23 in accordance with Sabre's bylaws.
"Constellation is a serial acquirer of software companies that build verticals, and one of its operating groups, Vela Software, has in recent years acquired several travel technology companies," Sabre said.
The company "previously suggested" it wished its investment in Sabre to be similar to its investment in Asseco Poland S.A., Sabre said, where Constellation holds a 24.8% ownership stake.
Sabre and Constellation began negotiating to appoint the CEO of Vela to Sabre's board.
However, on Feb. 26, "despite the parties nearing the finish line on the agreement, Constellation abruptly and without explanation broke off several weeks of constructive negotiations and stated that its intentions 'would appear clear with the benefit of time,'" Sabre said.
Sabre's attempts to communicate on Feb. 26 and 27 "remain unanswered." Constellation withdrew its nomination of the second executive candidate it put forward for Sabre's board, but not the candidate that the companies had been discussing, Sabre said.
From Feb. 23-27, Sabre "observed unusually high trading volume in its stock," the company said.
While the shareholder rights plan was adopted following Constellation's share acquisitions, Sabre said it "is not intended to deter offers or preclude the board from considering offers that are fair and otherwise in the best interest of the shareholders," and the company is open to further discussions with Constellation.
The rights plan is set to expire after one year on Feb. 28, 2027.
Constellation has been contacted for a request for comment.