Exhibit (a)(5)(A)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell
shares. The offer is made solely by the offer to purchase, dated December 11, 2006, and the related
letter of transmittal, and any amendments or supplements thereto. The tender offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction
in which the making of the tender offer or the acceptance of any tender of shares would not be in
compliance with the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
by
Expedia, Inc.
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
Expedia, Inc. a Delaware corporation (“Expedia”), is offering to purchase for cash up to
30,000,000 shares of its common stock, par value $.001 per share (the “shares”), upon the terms and
subject to the conditions set forth in the offer to purchase, dated December 11, 2006, and in the
related letter of transmittal, as they may be amended and supplemented from time to time. Expedia
is inviting its stockholders to tender their shares at prices specified by the tendering
stockholder that are not greater than $22.00 nor less than $18.50 per share, net to the seller in
cash, without interest, upon the terms and subject to the conditions of the tender offer.
The tender offer is not conditioned on any minimum number of shares being tendered. The tender
offer is, however, subject to other conditions set forth in the offer to purchase and the related
letter of transmittal.
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.
The Board of Directors of Expedia has approved the tender offer. However, neither Expedia nor
its Board of Directors makes any recommendation to its stockholders as to whether to tender or
refrain from tendering their shares or as to the price or prices at which stockholders may choose
to tender their shares. Stockholders must make their own decisions as to whether to tender their
shares and, if so, how many shares to tender and the price or prices at which to tender their
shares. In so doing, stockholders should read carefully the information in the offer to purchase
and in the related letter of transmittal, including Expedia’s reasons for making the tender offer.
Expedia’s directors and executive officers and Liberty Media Corporation have advised Expedia that
they do not intend to tender any shares in the tender offer.
Expedia will, upon the terms and subject to the conditions of the tender offer, determine the
single per share price, not greater than $22.00 nor less than $18.50 per share, net to the seller
in cash, without interest, that it will pay for shares properly tendered and not properly withdrawn
in the tender offer, taking into account the total number of shares so tendered and the prices
specified by the tendering stockholders. Expedia 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. Expedia will purchase at the purchase price all shares properly tendered at prices at or
below the purchase price and not properly withdrawn, on the terms and subject to the conditions of
the tender offer, including the “odd lot,” proration and conditional tender provisions.
Under no circumstances will Expedia pay interest on the purchase price for the shares,
regardless of any delay in making payment. Expedia will acquire all shares acquired in the tender
offer at the purchase price regardless of whether the stockholder tendered at a lower price. The
term “expiration date” means 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless
and until Expedia, in its sole discretion, shall have extended the period of time during which the
tender offer will remain open, in which event the term “expiration date” shall refer to the latest
time and date at which the tender offer, as so extended by Expedia, shall expire. 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.
For purposes of the tender offer, Expedia will be deemed to have accepted for payment, and
therefore purchased, shares properly tendered at or below the purchase price and not properly
withdrawn, subject to the odd lot, proration and conditional tender provisions of the tender offer,
only when, as and if Expedia gives oral or written notice to The Bank of New York, the depositary
for the tender offer, of its acceptance of the shares for payment under the tender offer. Expedia
will make payment for shares tendered and accepted for payment under the tender offer only after
the depositary timely receives share certificates or a timely confirmation of the book-entry
transfer of the shares into the depositary’s account at the book-entry transfer facility, a
properly completed and duly executed letter of transmittal, or an “agent’s message” (as defined in
the offer to purchase) in the case of a book-entry transfer, and any other documents required by
the letter of transmittal.
Upon the terms and subject to the conditions of the tender offer, if more than 30,000,000
shares, or such greater number of shares as Expedia may elect to purchase, subject to applicable
law, have been properly tendered, and not properly withdrawn, prior to the expiration date at
prices at or below the purchase price, Expedia will purchase properly tendered shares on the
following basis:
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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 selected by Expedia 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 selected by Expedia, other than stockholders who tender
conditionally and whose conditions are not satisfied; and |
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third, only if necessary to permit Expedia to purchase 30,000,000 shares (or such
greater number of shares as Expedia may elect to purchase, subject to applicable law) from
holders who have tendered shares at or below the purchase price subject to the condition
that Expedia purchase a specified minimum number of the holder’s shares if Expedia
purchases any of the holder’s shares in the tender offer (for which the condition was not
initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by |
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random lot, stockholders that conditionally tender their shares must have tendered all of
their shares. |
Expedia will return to the tendering stockholders shares that it does not purchase in the
tender offer at Expedia’s expense as promptly as practicable after the expiration date.
Expedia expressly reserves the right, in its sole discretion, at any time and from time to
time, to extend the period of time during which the tender offer is open and thereby delay
acceptance for payment of, and payment for, any shares by giving oral or written notice of the
extension to the depositary and making a public announcement of the extension no later than 9:00
a.m., New York City time, on the next business day after the last previously scheduled or announced
expiration date. During any such extension, all shares previously tendered and not properly
withdrawn will remain subject to the tender offer and to the right of a tendering stockholder to
withdraw such stockholder’s shares.
Expedia believes that the tender offer is a prudent use of its financial resources given its
business profile, capital structure, assets and the current market price of its shares, and that
investing in its own shares is an attractive use of capital and an efficient means to provide value
to its stockholders. The tender offer represents the opportunity for Expedia to return cash to
stockholders who elect to tender their shares, while at the same time increasing non-tendering
stockholders’ proportionate interest in Expedia.
Generally, a stockholder will be subject to U.S. federal income taxation when the stockholder
receives cash from Expedia in exchange for the shares that the stockholder tenders.
Stockholders may withdraw shares tendered under the tender offer at any time prior to the
expiration date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after
12:00 Midnight, New York City time, on Wednesday, February 7, 2007 unless theretofore accepted for
payment as provided in the offer to purchase. For a withdrawal to be effective, The Bank of New
York must timely receive a written or facsimile transmission notice of withdrawal at its address
set forth on the back cover page of the offer to purchase. Any such notice of withdrawal must
specify the name of the tendering stockholder, the number of shares that the stockholder wishes to
withdraw and the name of the registered holder of the shares.
If the share certificates to be withdrawn have been delivered or otherwise identified to the
depositary, then, before the release of the share certificates, the serial numbers shown on the
share certificates must be submitted to the depositary and the signature(s) on the notice of
withdrawal must be guaranteed by an “eligible guarantor institution” (as defined in the offer to
purchase), unless the shares have been tendered for the account of an eligible guarantor
institution. If shares have been tendered pursuant to the procedure for book-entry transfer set
forth in the offer to purchase, any notice of withdrawal also must specify the name and the number
of the account at the book-entry transfer facility to be credited with the withdrawn shares and
must otherwise comply with the book-entry transfer facility’s procedures.
Expedia will determine all questions as to the form and validity, including the time of
receipt, of any notice of withdrawal, in its sole discretion, and such determination will be final
and binding. None of Expedia, The Bank of New York, as the depositary, MacKenzie Partners,
Inc., as the information agent, or any other person will be under any duty to give
notification of any defects or irregularities in any tender or notice of withdrawal or incur any
liability for failure to give any such notification.
The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act
of 1934, as amended, is contained in the offer to purchase and is incorporated herein by reference.
We are mailing promptly the offer to purchase and the related letter of transmittal to record
holders of shares and will furnish the offer to purchase and letter of transmittal to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on Expedia’s stockholder list or, if applicable, that are listed as participants
in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of
shares. Holders of exercisable warrants for shares and holders of Expedia's preferred stock may exercise such warrants or convert such preferred stock in accordance with their
respective terms, and tender the shares received upon exercise or conversion in accordance with the tender offer.
The offer to purchase and the related letter of transmittal contain important information that
stockholders should read carefully before making any decision with respect to the tender offer.
Stockholders may obtain additional copies of the offer to purchase and the letter of transmittal
from the information agent at the address and telephone number set forth below. The information
agent will promptly furnish to stockholders additional copies of these materials at Expedia’s
expense.
Please direct any questions or requests for assistance to the information agent at its
telephone number and address set forth below. Stockholders may also contact their broker, dealer,
commercial bank, trust company or nominee for assistance concerning the tender offer. To confirm
delivery of shares, please contact the depositary.
The Information Agent for the tender offer is:
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll Free (800) 322-2885
December 11, 2006
