IAC/InterActiveCorp To Commence Share Repurchases
March 28 2005 - 9:00AM
PR Newswire (US)
IAC/InterActiveCorp To Commence Share Repurchases NEW YORK, March
28 /PRNewswire-FirstCall/ -- IAC/InterActiveCorp (NASDAQ:IACI)
announced today that it would commence purchasing shares of its
common stock as soon as March 29. IAC is currently authorized to
purchase up to 102.9 million shares of its common stock pursuant to
the two previously announced share repurchase authorizations by its
Board of Directors in November 2003 and November 2004. The
repurchases by IAC are in furtherance of its announced intention to
offset a portion of the dilution that will result following its
pending acquisition of Ask Jeeves, Inc. (NASDAQ:ASKJ). IAC intends
to enter into a purchase plan designed to comply with Rule 10b5-1
(the "10b5-1 Plan") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Pursuant to the 10b5-1 Plan, an agent
appointed by IAC will determine the time, amount and price at which
purchases of IAC common stock will be made in the open market,
subject to certain parameters established in advance by IAC. The
plan generally calls for purchases of 25% of the average daily
trading volume for IAC common stock for the preceding four calendar
weeks, which, as of today, was approximately 1.1 million shares
daily. The 10b5-1 Plan will terminate no later than the earlier of
the date that proxy materials relating to the proposed IAC spin-off
of its travel related businesses are mailed to IAC stockholders and
the date that proxy materials related to the Ask Jeeves transaction
are mailed to Ask Jeeves stockholders, or otherwise as established
in the plan. IAC may also purchase stock in privately negotiated
transactions. Repurchased shares of IAC common stock will be held
as treasury shares. In light of IAC's intended repurchases, IAC
today is filing a Form 8-K with the Securities and Exchange
Commission in order to provide certain information that may be of
interest to investors about IAC's current plans for its previously
announced spin-off transaction. About IAC/InterActiveCorp IAC
operates leading and diversified businesses in sectors being
transformed by the internet, online and offline... our mission is
to harness the power of interactivity to make daily life easier and
more productive for people all over the world. To view a full list
of the companies of IAC please visit our website at
http://iac.com/. Safe Harbor Statement Under The Private Securities
Litigation Reform Act Of 1995 This press release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include statements relating to IAC's anticipated
financial performance, business prospects, new developments and
similar matters, and/or statements preceded by, followed by or that
include the words "believes," "could," "expects," "anticipates,"
"estimates," "intends," "plans," or similar expressions. These
forward-looking statements are based on management's current
expectations and assumptions, which are inherently subject to
uncertainties, risks and changes in circumstances that are
difficult to predict. Actual results may differ materially from
those suggested by the forward-looking statements due to a variety
of factors, including changes in business, political, and economic
conditions due to the threat of future terrorist activity or
otherwise, actions and initiatives by current and potential
competitors, changes in the availability of favorably priced
inventory, changes in occupancy rates, the effect of current and
future legislation or regulation, the ability to make cost
efficient expenditures in connection with expanding our reach, the
ability to expand our reach into international markets, and certain
other additional factors described in IAC's filings with the
Securities and Exchange Commission. Other unknown or unpredictable
factors also could have material adverse effects on IAC's future
results, performance or achievements. In light of these risks,
uncertainties, assumptions and factors, the forward-looking events
discussed in this press release may not occur. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date stated, or if no date is stated, as
of the date of this press release. IAC is not under any obligation
and does not intend to make publicly available any update or other
revisions to any of the forward-looking statements contained in
this press release to reflect circumstances existing after the date
of this press release or to reflect the occurrence of future events
even if experience or future events make it clear that any expected
results expressed or implied by those forward-looking statements
will not be realized. Where to Find Additional Information about
the Ask Jeeves Acquisition IAC intends to file a registration
statement with the Securities and Exchange Commission ("SEC") that
will include a combined proxy statement/prospectus of Ask Jeeves
and IAC and other relevant documents in connection with the
proposed merger. Ask Jeeves stockholders should read the proxy
statement/prospectus and other relevant materials when they become
available, because they will contain important information about
Ask Jeeves, IAC and the proposed merger. In addition to the
documents described above, Ask Jeeves and IAC file annual,
quarterly and current reports, proxy statements and other
information with the SEC. The proxy statement/prospectus and other
relevant materials (when they become available), and any other
documents filed with the SEC by Ask Jeeves or IAC are available
without charge at the SEC's website at http://www.sec.gov/, or from
the companies' websites, at http://www.ask.com/ and
http://www.iac.com/, respectively. Ask Jeeves, IAC and their
respective officers and directors may be deemed to be participants
in the solicitation of proxies from Ask Jeeves stockholders in
connection with the proposed merger. A description of certain
interests of the directors and executive officers of Ask Jeeves is
set forth in Ask Jeeves' proxy statement for its 2004 annual
meeting, which was filed with the SEC on April 16, 2004. A
description of certain interests of the directors and executive
officers of IAC is set forth in IAC's proxy statement for its 2004
annual meeting, which was filed with the SEC on April 29, 2004.
Additional information regarding the interests of such potential
participants will be included in the definitive proxy statement/
prospectus and other relevant documents to be filed with the SEC in
connection with the proposed merger. Where to Find Additional
Information about the IAC Spin-Off In connection with the proposed
spin-off it is currently expected that IAC will file a proxy
statement/prospectus with the Securities and Exchange Commission
(the "SEC"). Stockholders of IAC are urged to read the proxy
statement/prospectus, when it becomes available, because it will
contain important information about IAC, the proposed spin-off
transaction and related matters. Investors and security holders can
obtain free copies of the proxy statement/prospectus when it
becomes available by contacting Investor Relations,
IAC/InterActiveCorp, Carnegie Hall Tower, 152 W. 57th Street, 42nd
Floor, New York, NY 10019 (Telephone: (212) 314-7400). Investors
and security holders can also obtain free copies of the proxy
statement/prospectus and other documents filed by IAC and Expedia
with the SEC in connection with the proposed spin-off transaction
at the SEC's web site at http://www.sec.gov/. In addition to the
proxy statement, IAC files annual, quarterly and current reports,
proxy statements and other information with the SEC, each of which
should be available at the SEC's web site at http://www.sec.gov/.
You may also read and copy any reports, statements and other
information filed by IAC at the SEC public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information. IAC and its directors,
executive officers and certain members of management and other
employees may be deemed to be participants in the solicitation of
proxies of IAC's stockholders to approve the proposed spin-off
transaction. Such individuals may have interests in the transaction
as described herein, including as a result of current holdings of
options or shares of IAC's stock and future holdings of options or
shares of Expedia's stock, which will be impacted in the
transaction. Information regarding IAC and the equity interests of
its directors and officers who may be deemed to be participants in
the solicitation of proxies is contained in IAC's proxy statement,
filed with the SEC on April 29, 2004. CONTACTS: For IAC: IAC
Investor Relations 212/314-7400 Roger Clark Lauren Porat IAC
Corporate Communications Andrea Riggs 212/314-7280 Deborah Roth
212/314-7254 (LOGO:
http://www.newscom.com/cgi-bin/prnh/20031105/NYW076LOGO )
http://www.newscom.com/cgi-bin/prnh/20031105/NYW076LOGO
http://photoarchive.ap.org/ DATASOURCE: IAC/InterActiveCorp
CONTACT: Roger Clark, or Lauren Porat, both of IAC Investor
Relations, +1-212-314-7400; or Andrea Riggs, +1-212-314-7280, or
Deborah Roth, +1-212-314-7254, both for IAC Corporate
Communications Web site: http://www.iac.com/
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