Exhibit
(a)(1)(C)
NOTICE OF
GUARANTEED DELIVERY
(Not to be Used for Signature Guarantee)
for
Offer to Purchase for Cash
Up to 30,000,000 Shares of its Common Stock
At a Purchase Price Not Greater Than $22.00
Nor Less Than $18.50 Per Share
by
Expedia, Inc.
THE TENDER OFFER, PRORATION
PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
JANUARY 10, 2007, UNLESS EXPEDIA EXTENDS THE TENDER
OFFER.
As set forth in Section 3 of the offer to purchase, dated
December 11, 2006, you should use this notice of guaranteed
delivery (or a facsimile of it) to accept the tender offer (as
defined herein) if:
(a) your share certificates are not immediately available
or you cannot deliver certificates representing shares of common
stock, par value $.001 per share (the shares) of
Expedia, Inc., a Delaware corporation (Expedia),
prior to the expiration date (as defined in
Section 1 of the offer to purchase); or
(b) the procedure for book-entry transfer cannot be
completed before the expiration date (as specified in
Section 1 of the offer to purchase); or
(c) time will not permit a properly completed and duly
executed letter of transmittal and all other required documents
to reach the depositary referred to below before the expiration
date.
You may deliver this notice of guaranteed delivery (or a
facsimile of it), signed and properly completed, by hand, mail,
overnight courier or facsimile transmission so that the
depositary receives it before the expiration date. See
Section 3 of the offer to purchase and Instruction 2
to the letter of transmittal.
The depositary for the tender offer is:
The Bank of New York
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By Mail:
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By Hand:
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By Overnight
Delivery:
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The Bank of New York
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The Bank of New York
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The Bank of New York
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Expedia Inc.
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Tender & Exchange Dept.
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Expedia Inc.
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P.O. Box 859208
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11W
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161 Bay State Road
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Braintree, MA 02185-9028
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101 Barclay Street
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Braintree, MA 02184
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Receive & Deliver Window
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Street Level
New York, NY 10286
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By Facsimile:
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For Eligible Institutions
Only
(781) 380-3388
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Confirm Facsimile Receipt by
telephone:
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(781) 843-1833, Ext 200
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Delivery of this notice of guaranteed delivery to an address
other than those shown above or transmission of instructions via
the facsimile number other than the one listed above does not
constitute a valid delivery. Deliveries to Expedia or to the
information agent of the tender offer will not be forwarded to
the depositary and therefore will not constitute valid delivery.
Deliveries to the book-entry transfer facility will not
constitute valid delivery to the depositary.
You cannot use this notice of guaranteed delivery form to
guarantee signatures. If a signature on the letter of
transmittal is required to be guaranteed by an eligible
guarantor institution (as defined in Section 3 of the
offer to purchase) under the instructions thereto, such
signature must appear in the applicable space provided in the
signature box on the letter of transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Expedia the number of shares
indicated below, at the price per share indicated below, net to
the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the offer to purchase and the
related letter of transmittal, which together (and as each may
be amended and supplemented from time to time) constitute the
tender offer, and the receipt of which is hereby acknowledged.
This tender is being made pursuant to the guaranteed delivery
procedure set forth in Section 3 of the offer to purchase.
Number of Shares Being Tendered Hereby:
Shares
CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE
BOX, OR IF YOU DO
NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY
SHARES.
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE
TENDER OFFER
(See Instruction 5 of the letter of transmittal)
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The undersigned wants to maximize the chance of having Expedia
purchase all shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE
box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the
undersigned hereby tenders shares and is willing to accept the
purchase price determined by Expedia pursuant to the tender
offer (the Purchase Price). This action could result
in receiving a price per share of as low as $18.50.
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OR
SHARES TENDERED
AT PRICE DETERMINED BY STOCKHOLDER
(See Instruction 5 of the letter of transmittal)
By checking ONE of the boxes below INSTEAD OF THE BOX
ABOVE, the undersigned hereby tenders shares at the price
checked. This action could result in none of the shares being
purchased if the Purchase Price is less than the price checked
below. A stockholder who desires to tender shares at more
than one price must complete a separate letter of transmittal
for each price at which the stockholder tenders shares. You
cannot tender the same shares at more than one price, unless you
have previously validly withdrawn those shares at a different
price in accordance with Section 4 of the offer to purchase.
Price (in
Dollars) Per Share at Which Shares Are Being
Tendered
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$18.50
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o $
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19.50
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o $
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20.50
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o $
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21.50
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$18.75
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o $
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19.75
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o $
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20.75
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o $
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21.75
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$19.00
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o $
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20.00
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o $
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21.00
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o $
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22.00
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$19.25
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o $
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20.25
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o $
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21.25
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You WILL
NOT have validly tendered your shares
unless you check ONE AND ONLY ONE BOX IN THIS PAGE.
ODD
LOTS
(See Instruction 6 of the letter of transmittal)
To be completed only if shares are being tendered by or
on behalf of a person owning, beneficially or of record, an
aggregate of fewer than 100 shares.
On the date hereof, the undersigned either (check one box):
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is the beneficial or record owner of an aggregate of fewer than
100 shares and is tendering all of those shares,
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OR
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is a broker, dealer, commercial bank, trust company or other
nominee that (i) is tendering, for the beneficial owner(s)
thereof, shares with respect to which it is the record holder,
and (ii) believes, based upon representations made to it by
such beneficial owner(s), that each such person was the
beneficial owner of an aggregate of fewer than 100 shares
and is tendering all of such shares.
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In addition, the undersigned is tendering shares (check ONE
box):
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at the Purchase Price, which will be determined by Expedia in
accordance with the terms of the tender offer (persons checking
this box should check the first box on page 2 of this
notice of guaranteed delivery, under the heading Shares
Tendered at Purchase Price Pursuant to the Tender Offer);
or
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at the price per share indicated under the heading,
Price (in Dollars) Per Share at Which Shares Are
Being Tendered on page 2 of this notice of guaranteed
delivery.
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CONDITIONAL
TENDER
(See Instruction 11 of the letter of transmittal)
A tendering stockholder may condition such stockholders
tender of any shares upon the purchase by Expedia of a specified
minimum number of the shares such stockholder tenders, as
described in Section 6 of the offer to purchase. Unless
Expedia purchases at least the minimum number of shares you
indicate below pursuant to the terms of the tender offer,
Expedia will not purchase any of the shares tendered below. It
is the tendering stockholders responsibility to calculate
that minimum number, and we urge each stockholder to consult his
or her own tax advisor in doing so. Unless you check the box
immediately below and specify, in the space provided, a minimum
number of shares that Expedia must purchase if Expedia purchases
any shares, Expedia will deem your tender unconditional.
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The minimum number of shares that Expedia must purchase if
Expedia purchases any shares, is:
shares.
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If, because of proration, Expedia will not purchase the minimum
number of shares that you designate, Expedia may accept
conditional tenders by random lot, if necessary. However, to be
eligible for purchase by random lot, the tendering stockholder
must have tendered all of his or her shares. To certify that you
are tendering all of the shares you own, check the box below.
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The tendered shares represent all shares held by the undersigned.
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