NORWALK, Conn. and SAN FRANCISCO, July 8,
2014 /PRNewswire/ -- The Priceline Group Inc. (NASDAQ:
PCLN) and OpenTable, Inc. (NASDAQ: OPEN) today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended ("HSR"), in connection with The Priceline
Group's proposed acquisition of OpenTable, was terminated early on
July 7, 2014, by the U.S. Federal
Trade Commission. The waiting period was scheduled to expire at
11:59 P.M., New York time, on July 7, 2014.
As previously announced on June 13, 2014, The Priceline
Group and OpenTable have entered into a merger agreement under
which The Priceline Group will acquire all of the outstanding
shares of OpenTable for $103 per
share in cash, without interest and less any required withholding
taxes, with the transaction to be effected through a tender offer
by The Priceline Group's wholly owned subsidiary, Rhombus, Inc. The
termination of the HSR waiting period satisfies one of the
conditions to consummate the tender offer. Other conditions remain
to be satisfied, including, among others, a minimum tender of at
least a majority of outstanding OpenTable shares on a fully diluted
basis.
The tender offer is scheduled to expire at midnight,
New York City time, on
July 24, 2014 (one minute after
11:59 p.m., New York City time on July 23, 2014), unless the tender offer is
extended or earlier terminated in accordance with the rules and
regulations of the United States Securities and Exchange Commission
(the "SEC") and the merger agreement governing such offer and the
related transactions.
Additional Information
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of
OpenTable or any other securities. The Priceline Group Inc. and
Rhombus, Inc., a wholly-owned subsidiary of The Priceline Group
Inc., have filed a tender offer statement on Schedule TO with the
SEC and the offer to purchase shares of OpenTable common stock will
only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule
TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER STATEMENT, AS FILED AND AS IT MAY BE AMENDED FROM TIME
TO TIME, AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9, AS FILED BY OPENTABLE AND AS IT MAY BE AMENDED FROM TIME TO
TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE
OFFER. Investors and security holders may obtain a free copy of
these statements and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov or by directing such
requests to Innisfree M&A Incorporated, the Information Agent
for the offer, toll-free at (888) 750-5834.
Information About Forward-Looking Statements
This communication contains forward-looking statements. These
forward-looking statements reflect the views of The Priceline
Group's and OpenTable's management regarding current expectations
and projections about future events and the ability of The
Priceline Group and OpenTable to complete the transactions
contemplated by the merger agreement, including the parties'
ability to satisfy the conditions to the consummation of the tender
offer and the other conditions set forth in the merger agreement,
and are based on currently available information and current
foreign currency exchange rates. These forward-looking statements
are not guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict;
therefore, actual results may differ materially from those
expressed, implied or forecasted in any such forward-looking
statements. Expressions of future goals and similar expressions
including, "may," "will," "should," "could," "expects," "plans,"
"anticipates," "intends," "believes," "estimates," "predicts,"
"potential," "targets," or "continue," reflecting something other
than historical fact are intended to identify forward-looking
statements. The proposed transaction has not closed, and the
following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: the possibility that expected benefits of the
transaction may not be achieved in a timely manner or at all;
revenues following the transaction may be lower than expected;
disruption from the transaction may adversely affect OpenTable's
relationships with its customers, business partners or employees;
the conditions to the completion of the transaction may not be
satisfied in a timely manner or at all; and the other factors
described in The Priceline Group's and OpenTable's most recent
Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed
with the Securities and Exchange Commission. Unless required by
law, The Priceline Group and OpenTable undertake no obligation to
update publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
About The Priceline Group
The Priceline Group Inc. (NASDAQ: PCLN) is the world leader in
online travel, serving consumers and partners through five primary
brands - Booking.com, priceline.com, Agoda.com, KAYAK and
rentalcars.com. For more information, visit PricelineGroup.com.
About OpenTable
OpenTable is the world's leading provider of online restaurant
reservations, seating more than 15 million diners per month via
online bookings across more than 31,000 restaurants. The OpenTable
network connects restaurants and diners, helping diners discover
and book the perfect table and helping restaurants deliver
personalized hospitality to keep guests coming back. The OpenTable
service enables diners to see which restaurants have available
tables, select a restaurant based on verified diner reviews, menus,
and other helpful information, and easily book a reservation. In
addition to the company's website and mobile apps, OpenTable powers
online reservations for nearly 600 partners, including many of the
Internet's most popular global and local brands. For restaurants,
the OpenTable hospitality solutions enable them to manage their
reservation book, streamline their operations, and enhance their
service levels. Since its inception in 1998, OpenTable has seated
more than 620 million diners around the world. The Company is
headquartered in San Francisco,
California, and the OpenTable service is available
throughout the United States, as
well as in Canada, Germany, Japan, Mexico, and the UK. More information is
available on http://www.opentable.com.
SOURCE The Priceline Group Inc.