NORWALK, Conn., July 24, 2014 /PRNewswire/ -- The Priceline Group
Inc. (NASDAQ: PCLN) today announced that it has successfully
completed its previously announced tender offer to purchase all
outstanding shares of common stock of OpenTable, Inc. (NASDAQ:
OPEN) for $103.00 per share in cash.
As announced on June 12, the all cash transaction is valued at
$2.6 billion. The tender
offer expired at 12:00 midnight, Eastern Standard Time, on
July 24, 2014. The Priceline Group expects to complete the
acquisition of OpenTable later today through a merger under
Section 251(h) of the General Corporation Law of the
State of Delaware.
"OpenTable is a premium online brand with significant global
potential and we couldn't be more excited to welcome the
team to The Priceline Group family," said Darren Huston, President & CEO of the Group.
"We look forward to supporting OpenTable's growth, through both
enriched restaurant partnerships and innovative experiences for our
collective customers."
As of the expiration of the tender offer, approximately
16,080,069 shares were validly tendered and not withdrawn in the
tender offer, representing 61.56 percent of OpenTable's
outstanding shares, according to the depositary. The condition to
the tender offer that a majority of OpenTable's outstanding shares
on a fully diluted basis be validly tendered and not withdrawn has
been satisfied. As a result, Priceline has accepted for payment and
will promptly pay for all validly tendered shares. The depositary
has also informed Priceline that Notices of Guaranteed Delivery
have been delivered with respect to 2,076,460 additional shares,
representing approximately 7.95 percent of OpenTable's
currently outstanding shares.
As a result of the merger, all remaining eligible OpenTable
shares will be converted into the right to receive $103.00 per share in cash, without interest and
less any applicable withholding taxes, the same price that was paid
in the tender offer (eligible shares exclude those for which
holders properly demanded appraisal under Delaware law and those held by Priceline or
Rhombus, Inc. (Priceline's wholly owned subsidiary that made the
offer) or held in treasury of OpenTable or by any of OpenTable's
wholly owned subsidiaries). Following completion of the merger,
OpenTable shares will cease to be traded on the NASDAQ Global
Market, which is expected to take effect later today.
OpenTable will continue to be headquartered in San Francisco, CA and will operate as an
independent business led by its current management team within The
Priceline Group.
Information About Forward-Looking Statements
This communication contains forward-looking statements. These
forward-looking statements reflect the views of The Priceline
Group's management regarding current expectations and projections
about future events and the ability of The Priceline Group to
complete the transactions contemplated by the merger agreement.
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 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; and the other factors described in The
Priceline Group'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 undertakes
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.
SOURCE The Priceline Group Inc.