NEW YORK, April 16, 2019 /PRNewswire/ -- As previously
disclosed, Expedia Group, Inc. (NASDAQ: EXPE) and Liberty Expedia
Holdings, Inc. ("Liberty Expedia") (NASDAQ: LEXEA, LEXEB) announced
today that they have entered into a definitive agreement under
which Expedia Group has agreed to acquire Liberty Expedia in an
all-stock transaction. Simultaneously with this agreement,
Barry Diller (Chairman and Senior
Executive of Expedia Group) entered into an exchange agreement with
Liberty Expedia and a new governance agreement with Expedia
Group.
The new agreements provide that Mr. Diller may exchange
approximately 5.7 million shares of Expedia Group common stock he
owns for an equivalent number of Expedia Group Class B shares
(representing approximately 29% of the total outstanding voting
power), and that Mr. Diller will have a purchase/exchange right for
a nine-month period following closing of the Liberty Expedia
acquisition during which he may acquire additional Expedia Group
Class B shares.
If the purchase/exchange right is exercised in full, Mr. Diller
would have approximately 49% of the voting power of Expedia Group.
The new agreements provide, among other things, for a "sunset"
provision relating to the voting power of the Class B shares in
excess of the initial 5.7 million shares at such time
as Mr. Diller is no longer Expedia Group's Chairman or senior
executive. Mr. Diller has also agreed that, in any merger or sale
of control transaction, all of Expedia Group's common and Class B
shares will be treated equally. The exchange agreement and new
governance agreement are further described in Expedia Group's
Form 8-K filed earlier today with the Securities and Exchange
Commission.
About Expedia Group
Expedia Group (NASDAQ: EXPE) is the world's travel platform. We
help knock down the barriers to travel, making it easier, more
enjoyable, more attainable and more accessible. We are here to
bring the world within reach for customers and partners around the
globe. We leverage our platform and technology capabilities across
an extensive portfolio of businesses and brands to orchestrate the
movement of people and the delivery of travel experiences on both a
local and global basis. Our family of travel brands includes: Brand
Expedia®, Hotels.com®, Expedia®
Partner Solutions, Egencia®, trivago®,
HomeAway®, VRBO®, Orbitz®,
Travelocity®, Wotif®,
lastminute.com.au®, ebookers®,
CheapTickets®, Hotwire®, Classic
Vacations®, Expedia Group™ Media Solutions,
CarRentals.com™, Expedia Local Expert®,
Expedia® CruiseShipCenters®, SilverRail™,
ALICE® and Traveldoo®. For more information,
visit www.expediagroup.com.
© 2019 Expedia, Inc. All rights reserved. Trademarks and logos
are the property of their respective owners. CST: 2029030-50
Caution Regarding Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally can be identified by phrases
such as "plan," "target," "goal," "believes," "intends," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words
or phrases of similar import or future or conditional verbs
such as will, may, might, should, would, could, or similar
variations. Similarly, statements herein that describe the proposed
transaction, including its financial and operational impact, and
other statements of the parties' or management's plans,
expectations, objectives, projections, beliefs, intentions, goals,
and statements about the benefits of the proposed transaction, the
expected timing of completion of the proposed transaction, and
other statements that are not historical facts are also
forward-looking statements. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the
results of operations and financial condition of the combined
companies or the price of Expedia Group or Liberty Expedia stock.
These forward-looking statements involve certain risks and
uncertainties, many of which are beyond the parties' control, that
could cause actual results to differ materially from those
indicated in such forward-looking statements, including, but not
limited to, the unpredictability of the commercial success of the
Expedia Group's or Liberty Expedia's respective businesses or
operations; risks related to the Expedia Group's or Liberty
Expedia's acquisition and integration of acquired businesses; the
effects of dispositions of businesses or assets; technological
changes and other trends affecting the travel
industry; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the transactions; competitive
responses to the transactions; the ability of the parties to
consummate the proposed transaction on a timely basis or at all and
the satisfaction of the conditions precedent to consummation of the
proposed transaction, including, but not limited to, approval by
Liberty Expedia's stockholders; the possibility that the
transactions may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; the ability
of Liberty Expedia and Mr. Diller to consummate the initial
exchange transaction; the ability of Expedia Group to implement its
plans, forecasts and other expectations with respect to Liberty
Expedia's business after the completion of the proposed transaction
and realize expected benefits; business disruption following the
transaction; the proposed transaction may not be completed on the
timeframe expected or at all; diversion of management's attention
from ongoing business operations and opportunities; litigation
relating to the transactions and the other risks and important
factors contained and identified in Expedia Group's and Liberty
Expedia's filings with the SEC, such as their respective Quarterly
Reports on Form 10-Q and Annual Reports on Form 10-K, any of which
could cause actual results to differ materially from the
forward-looking statements, the registration statement on Form S-4
to be filed by Expedia Group and the proxy statement of Liberty
Expedia with respect to the vote of its stockholders to approve the
transactions (to be included as part of the Expedia Group
registration statement on Form S-4). As a result of these and other
risks, the proposed transaction may not be completed on the
timeframe expected or at all.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Liberty Expedia nor the Expedia Group assumes any
obligation to update forward-looking statements to reflect
circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence
of unanticipated events except as required by federal securities
laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue
reliance on such statements.
Additional Information
In connection with the proposed transaction, Expedia Group will
file a registration statement on Form S-4, which will include a
document that serves as a prospectus of Expedia Group and a proxy
statement of Liberty Expedia (the "proxy statement/prospectus"),
and each party will file other documents regarding the proposed
transaction with the SEC. The proposed transaction involving
Liberty Expedia and the Expedia Group will be submitted to Liberty
Expedia's stockholders for their consideration. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND Liberty
Expedia ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE COMBINATION AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy
statement/prospectus will be sent to Liberty Expedia
stockholders. Investors and security holders will be able to
obtain the registration statement and the proxy
statement/prospectus free of charge from the SEC's website or from
Expedia Group or Liberty Expedia. The documents filed by Expedia
Group with the SEC may be obtained free of charge at Expedia
Group's website at www.expediagroup.com or at the SEC's website at
www.sec.gov. These documents may also be obtained free of charge
from Expedia Group by contacting Expedia Group's Investor Relations
department at (425) 679-3759. The documents filed by Liberty
Expedia with the SEC may be obtained free of charge at Liberty
Expedia's website at www.libertyexpedia.com or at the SEC's website
at www.sec.gov. These documents may also be obtained free of charge
from Liberty Expedia by requesting them by mail at Liberty Expedia
Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor
Relations, Telephone (844) 795-9468.
Participants in the Solicitation
Expedia Group and Liberty Expedia and their respective directors
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information about
Expedia Group's directors and executive officers is available in
Expedia Group's proxy statement dated April
30, 2018, for its 2018 annual meeting of stockholders, and
its Current Reports on Form 8-K filed with the SEC on June 22, 2018 and March
21, 2019. Information about Liberty Expedia's directors and
executive officers is available in Liberty Expedia's proxy
statement dated April 27, 2018, for
its 2018 annual meeting of stockholders, and its Current Report on
Form 8-K filed with the SEC on April 16,
2019. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC regarding the proposed transaction when they
become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Expedia Group or Liberty Expedia as
indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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SOURCE Expedia Group