BELLEVUE, Wash. and
ENGLEWOOD, Colo., April 16, 2019 /PRNewswire/ -- 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.
Liberty Expedia's principal asset is approximately 23.9 million
shares of Expedia Group (consisting of 11.1 million shares of
Expedia Group common stock and 12.8 million shares of Expedia Group
Class B common stock).
Under the terms of the agreement, each holder of Liberty Expedia
Series A common stock and Series B common stock (collectively,
"Liberty Expedia common stock") will receive 0.360 of a share of
Expedia Group common stock. As a result of this transaction,
Expedia Group expects to retire, on a net basis, approximately 3.1
million shares, and former holders of Liberty Expedia common stock
are expected to own, in the aggregate, shares of Expedia Group
common stock representing approximately 14% of the total number of
outstanding shares of Expedia Group common stock and Class B common
stock, based on approximately 140 million shares of Expedia Group
common stock and approximately 5.7 million shares of Expedia Group
Class B common stock currently expected to be outstanding at the
closing of the transaction.
In connection with the acquisition, Barry Diller, Chairman and Senior Executive of
Expedia Group, is expected to exchange up to 5.7 million shares of
Expedia Group common stock for an equal number of shares of Expedia
Group Class B common stock (the "Diller Exchange") and enter into a
new governance agreement regarding his ownership interest in
Expedia Group. As a result of the transaction, Mr. Diller will own
approximately 29% of the voting power of the company, and Expedia
Group will no longer be a controlled company under applicable
Nasdaq rules. The new governance agreement will include rights to
increase his holdings in Class B common stock, subject to certain
restrictions and circumstances under which these additionally
acquired shares of Class B common stock automatically convert into
Expedia Group common stock, all as further described in Expedia
Group's Form 8-K filed with the Securities and Exchange
Commission.
The Boards of Directors of both companies approved the
transaction, which is subject to the completion of the Diller
Exchange and customary closing conditions, including approval by
holders of a majority of the aggregate voting power of the Liberty
Expedia common stock and the receipt of any applicable regulatory
approvals. The transaction was unanimously recommended to the
Expedia Group Board of Directors for approval by a special
committee composed of independent, disinterested directors and
advised by independent financial and legal advisors. The Board of
Directors of Liberty Expedia has unanimously recommended that its
stockholders vote in favor of the transaction. In addition,
John C. Malone, the Chairman of the
Board of Liberty Expedia, and his wife have agreed to vote shares
beneficially owned by them, representing approximately 32% of the
aggregate voting power of Liberty Expedia, in favor of the
transaction. The companies expect the transaction to close in the
summer of 2019, at which point all Liberty Expedia nominees to the
Expedia Group Board of Directors would step down.
"This transaction marks an important milestone in the evolution
of Expedia Group. It represents a strong benefit to our
shareholders – simplifying and improving our corporate and
governance structure and effecting a meaningful reduction in our
share count," said Mark Okerstrom,
President and Chief Executive Officer, Expedia Group. "We thank
Liberty for their great partnership over the years."
"We are pleased to have reached an agreement with Expedia Group
on this important transaction," said Dr. Malone, Chairman of
Liberty Expedia. "I have enjoyed being a part of the company's
evolution over the years, dating back to our initial involvement
through IAC and growing into the global travel platform it is
today. We look forward to continued progress with leadership from
Barry Diller and Mark Okerstrom as they continue to evolve
Expedia Group."
"This road, frequently travelled since 1994, between me,
John Malone, and Liberty Media, has
produced much success, none of which could have been possible
without Dr. Malone's encouragement and support," said Barry Diller, Chairman and Senior Executive,
Expedia Group. "While the formal partnership ends with this
transaction, my gratitude to John and Liberty will never end for
giving me the opportunity to begin the journey."
Prior to executing the transaction agreements, the parties
terminated the proxy swap arrangements that had been in place since
Liberty Expedia's 2016 split-off from then-Liberty Interactive
Corporation. As a result, Mr. Diller may again exercise his right
to vote Liberty Expedia's shares of Expedia Group stock pursuant to
his legacy proxy, and Mr. Diller no longer holds a proxy over
shares of Liberty Expedia common stock beneficially owned by Dr.
Malone. Although the proxy swap arrangements have terminated,
Liberty Expedia is not required to register as an investment
company or avail itself of any related safe harbors because of its
pending acquisition by Expedia Group.
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
About Liberty Expedia Holdings, Inc.
Liberty Expedia Holdings, Inc.'s (Nasdaq: LEXEA, LEXEB)
principal assets consist of its interest in Expedia Group and its
subsidiary Vitalize, LLC (referred to as "Bodybuilding.com").
Expedia is an online travel company, empowering business and
leisure travelers with the tools and information they need to
efficiently research, plan, book and experience travel.
Bodybuilding is primarily an Internet retailer of dietary
supplements, sports nutrition products, and other health and
wellness products.
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. 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