NORWALK, Conn., March 4, 2013 /PRNewswire/ -- KAYAK Software
Corporation (NASDAQ:KYAK) ("KAYAK") and priceline.com Incorporated
(NASDAQ: PCLN) ("priceline.com") today announced that KAYAK
stockholders voted overwhelmingly to approve the adoption of the
previously announced Agreement and Plan of Merger between KAYAK,
priceline.com and Produce Merger Sub Inc., a wholly owned
subsidiary of priceline.com. Approximately 96% of the total
voting power of KAYAK's outstanding shares of Class A common stock
and Class B common stock as of the January
24, 2012, the record date for the special meeting of
stockholders, voting at the special meeting of stockholders held
earlier today, were voted in favor of the adoption of the Agreement
and Plan of Merger.
The closing of the merger will take place once the remaining
conditions to closing (including the receipt of all required
regulatory approvals) have been satisfied. KAYAK and
priceline.com will announce the closing date of the proposed merger
and the election deadline for KAYAK stockholders to specify the
type of consideration they wish to receive once those dates have
been set. In accordance with the merger agreement, the
election deadline will be 5:00 pm on
the date that is 5 business days preceding the closing
date.
KAYAK stockholders should continue to use the election form
previously mailed. If a KAYAK stockholder has already
submitted a properly completed election form to the exchange agent
and wishes to change the election, that stockholder may resubmit a
new, properly completed election form to the exchange agent and the
previous election form will be disregarded. KAYAK stockholders who
have already submitted an election form and do not wish to make any
changes do not need to take any further action and the election
form already submitted to the exchange agent will be used.
KAYAK stockholders who wish to obtain a new election form should
contact KAYAK's information agent, Georgeson, at the following
address and phone number: 199 Water Street, 26th
Floor, New York, NY 10038, (888) 293-6908 (Toll Free);
Banks and Brokerage Firms please call: (212) 440-9800.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking" statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to
priceline.com or KAYAK, the regulatory approval process or the
proposed acquisition of KAYAK by priceline.com involve risks and
uncertainties that may cause results to differ materially from
those set forth in the statements. These statements are based on
current plans, estimates and projections, and therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. Neither priceline.com nor KAYAK
undertakes an obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except to the extent required by law. Forward-looking
statements are not historical facts, but rather are based on
current expectations, estimates, assumptions and projections about
the business and future financial results of the online travel
industry, and other legal, regulatory and economic developments. We
use words such as "anticipates," "believes," "plans," "expects,"
"projects," "future," "intends," "may," "will," "should," "could,"
"estimates," "predicts," "potential," "continue," "guidance," and
similar expressions to identify these forward-looking statements.
Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of
factors, including, but not limited to, those described in the
documents priceline.com and KAYAK have filed with the U.S.
Securities and Exchange Commission (the "SEC") as well as the
possibility that (1) priceline.com and KAYAK may be unable to
obtain regulatory approvals required for the proposed transaction
or may be required to accept conditions that could reduce the
anticipated benefits of the merger as a condition to obtaining
regulatory approvals; (2) the length of time necessary to
consummate the proposed transaction may be longer than anticipated;
(3) problems may arise in successfully integrating the businesses
of priceline.com and KAYAK or such integration may be more
difficult, time-consuming or costly than expected; (4) the proposed
transaction may involve unexpected costs; (5) the businesses may
suffer as a result of uncertainty surrounding the proposed
transaction, including difficulties in maintaining relationships
with customers or retaining key employees; (6) the parties may be
unable to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction; or (7) the
industry may be subject to future risks that are described in the
"Risk Factors" section of priceline.com's Annual Reports on Form
10-K, priceline.com's and KAYAK's Quarterly Reports on Form 10-Q,
the Registration Statement on Form S-4 (No. 333-185465) filed by
priceline.com in connection with the merger on February 1, 2013 (the "Registration Statement")
and other documents filed by either of them from time to time with
the SEC. Neither priceline.com nor KAYAK gives any assurance that
either priceline.com or KAYAK will achieve its expectations.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of priceline.com and KAYAK
described in the "Risk Factors" section of priceline.com's Annual
Reports on Form 10-K, priceline.com's and KAYAK's Quarterly Reports
on Form 10-Q, the Registration Statement and other documents filed
by either of them from time to time with the SEC.
Additional Information and Where to Find It
This document relates to a proposed transaction between KAYAK
and priceline.com, which is the subject of the Registration
Statement and joint proxy statement/prospectus forming a part
thereof. This document is not a substitute for the Registration
Statement or any other documents that KAYAK or priceline.com may
file with the SEC or send to stockholders in connection with the
proposed transaction.
Investors and security holders are able to obtain free copies of
the Registration Statement and all other relevant documents filed
or that will be filed with the SEC by KAYAK or priceline.com
through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free
copies of the joint proxy statement/prospectus from KAYAK by
contacting KAYAK Software Corporation, 55 North Water Street, Suite
1, Norwalk, CT 06854, Attn:
Corporate Secretary or by calling (203) 899-3100.
SOURCE Priceline.com