Exhibit
(a)(1)(D)
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.
December 11, 2006
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Expedia, Inc., a Delaware corporation (“Expedia” or
“we”), is proposing to purchase for cash up to
30,000,000 shares of its common stock, par value
$.001 per share (the “shares”), at a price not
greater than $22.00 nor less than $18.50 per share, net to the
seller in cash, without interest. The terms and conditions of
the tender offer are set forth in our offer to purchase, dated
December 11, 2006 and the letter of transmittal, which
together (and as each may be amended and supplemented from time
to time) constitute the tender offer.
We will, upon the terms and subject to the conditions of the
tender offer, determine a single per share price, not greater
than $22.00 nor less than $18.50 per share (the “Purchase
Price”), that we will pay for shares properly tendered and
not properly withdrawn pursuant to the terms of the tender
offer, taking into account the number of shares so tendered and
the prices specified by tendering stockholders. We will select
the lowest Purchase Price that will allow Expedia to purchase
30,000,000 shares, or such fewer number of shares as are
properly tendered and not properly withdrawn, at prices not
greater than $22.00 nor less than $18.50 per share, under the
tender offer. All shares properly tendered before the expiration
date (as specified in Section 1 of the offer to purchase)
at prices at or below the Purchase Price and not validly
withdrawn will be purchased by Expedia at the Purchase Price,
net to the seller in cash, without interest, upon the terms and
subject to the conditions of the tender offer, including the
“odd lot,” proration and conditional tender provisions
thereof. See Section 1 of the offer to purchase. Shares
tendered at prices in excess of the Purchase Price and shares
that Expedia does not accept for purchase because of proration
or conditional tenders will be returned at Expedia’s
expense to the stockholders that tendered such shares, as
promptly as practicable after the expiration date. Expedia
expressly reserves the right, in its sole discretion, to
purchase more than 30,000,000 shares under the tender
offer, subject to applicable law.
If, at the expiration date more than 30,000,000 shares (or
such greater number of shares as Expedia may elect to purchase,
subject to applicable law) are properly tendered at or below the
Purchase Price and not properly withdrawn, we will buy shares:
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first, from all holders of “odd lots” (holders of less
than 100 shares) who properly tender all their shares at or
below the Purchase Price and do not properly withdraw them
before the expiration date;
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second, on a pro rata basis from all other stockholders
who properly tender shares at or below the Purchase Price, other
than stockholders who tender conditionally and whose conditions
are not satisfied; and
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third, only if necessary to permit us to purchase
30,000,000 shares (or such greater number of shares as we
may elect to purchase, subject to applicable law) from holders
who have tendered shares subject to the condition that we
purchase a specified minimum number of the holder’s shares
if we purchase any of the holder’s shares in the tender
offer (for which the condition was not initially satisfied) at
or below the Purchase Price by random lot, to the extent
feasible. To be
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eligible for purchase by random lot, stockholders whose shares
are conditionally tendered must have tendered all of their
shares.
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The tender offer is not conditioned on any minimum number of
shares being tendered. The tender offer is, however, subject to
other conditions. See Section 7 of the offer to
purchase.
For your information and for forwarding to your clients for whom
you hold shares registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. Offer to Purchase, dated December 11, 2006;
2. Letter to Clients, which you may send to your clients
for whom you hold shares registered in your name or in the name
of your nominee, with an Instruction Form provided for
obtaining such clients’ instructions with regard to the
tender offer;
3. Letter to the stockholders of Expedia, dated
December 11, 2006 from the Chief Executive Officer of
Expedia;
4. Letter of Transmittal, for your use and for the
information of your clients, together with accompanying
instructions, Substitute
Form W-9,
and Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute
Form W-9; and
5. Notice of Guaranteed Delivery, to be used to accept the
tender offer in the event that you are unable to deliver the
share certificates, together with all other required documents,
to the depositary before the expiration date, or if the
procedure for book-entry transfer cannot be completed before the
expiration date.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
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.
No fees or commissions will be payable to brokers, dealers,
commercial banks, trust companies or any person for soliciting
tenders of shares under the tender offer other than fees paid to
the information agent and the trustee for the Expedia Retirement
Savings Plan, as described in the offer to purchase. We will,
however, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and
expenses incurred by them in forwarding the enclosed materials
to their customers who are beneficial owners of shares held by
them as a nominee or in a fiduciary capacity. We will pay or
cause to be paid any stock transfer taxes applicable to its
purchase of shares pursuant to the tender offer, except as
otherwise provided in the offer to purchase and letter of
transmittal (see Instruction 9 of the letter of
transmittal). No broker, dealer, bank, trust company or
fiduciary shall be deemed to be either our agent, the
depositary, or the information agent for purposes of the tender
offer.
For shares to be properly tendered pursuant to the tender offer,
the depositary must timely receive (1) the share
certificates or confirmation of receipt of such shares under the
procedure for book-entry transfer, together with a properly
completed and duly executed letter of transmittal, including any
required signature guarantees or an “agent’s
message” (as defined in the offer to purchase and the
letter of transmittal) and any other documents required pursuant
to the tender offer, or (2) the tendering stockholder must
comply with the guaranteed delivery procedures, all in
accordance with the instructions set forth in the offer to
purchase and letter of transmittal.
Stockholders (a) whose share certificates are not
immediately available or who will be unable to deliver to the
depositary the certificate(s) for the shares being tendered and
all other required documents before the expiration date, or
(b) who cannot complete the procedures for book-entry
transfer before the expiration date, must tender their shares
according to the procedure for guaranteed delivery set forth in
Section 3 of the offer to purchase.
Neither Expedia nor its Board of Directors makes any
recommendation to any stockholder as to whether to tender or
refrain from tendering all or any shares or as to the price or
prices at which to tender. Holders of shares must make their own
decision as to whether to tender shares and, if so, how many
shares to tender and at which prices.
Please address any inquiries you may have with respect to the
tender offer to the information agent, MacKenzie Partners, Inc.,
at its address set forth on the back cover page of the offer to
purchase and telephone number set forth below.
You may obtain additional copies of the enclosed material from
MacKenzie Partners, Inc. by calling them at:
(800) 322-2885
or
(212) 929-5500.
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