Exhibit
(a)(5)(B)
Expedia,
Inc.
| 3150 139th Avenue S.E. |
Bellevue, WA 98005
Telephone:
(425) 679-7200
Dara Khosrowshahi
Chief Executive Officer
December 11,
2006
To Our Stockholders:
As described in the enclosed materials, Expedia, Inc.
(“Expedia”) is offering to purchase up to
30,000,000 shares of its common stock, or such lesser
number of shares as are properly tendered.
The price paid by Expedia will not be greater than $22.00 nor
less than $18.50 per share, net to the seller in cash, without
interest. Expedia is conducting the offer through a procedure
commonly referred to as a “Dutch auction” tender
offer. This procedure allows you to select the price within the
$18.50 to $22.00 price range at which you are willing to sell
your shares to Expedia. Alternatively, this procedure allows you
to sell all or a portion of your shares to Expedia at the
purchase price to be determined by Expedia in accordance with
the terms of the tender offer. Choosing the latter alternative
could result in your receipt of a price per share as low as
$18.50. All shares that Expedia purchases under the tender offer
will be purchased at the same price. You may tender all or only
a portion of your shares upon the terms and subject to the
conditions of the tender offer, including the odd lot, proration
and conditional tender provisions.
Based upon the number of shares tendered and the prices
specified by the tendering stockholders, Expedia will determine
the lowest single price (the “Purchase Price”) within
the $18.50 to $22.00 range that will allow it to buy
30,000,000 shares, or such fewer number of shares as are
properly tendered. Expedia will pay tendering stockholders the
Purchase Price in cash, for all of the shares that are properly
tendered at or below the Purchase Price, subject to possible
proration and the provisions relating to the tender of odd lots
and conditional tenders described in the enclosed offer to
purchase. Any stockholder whose shares are properly tendered
directly to The Bank of New York, the depositary in the tender
offer, and thereafter purchased by Expedia pursuant to the
tender offer, will receive the net aggregate Purchase Price in
cash, without interest, as promptly as practicable after the
expiration of the tender offer, thus avoiding the usual
transaction costs associated with open market sales. If you hold
shares through a broker or bank, you should consult your broker
or bank to determine whether any transaction costs apply.
Stockholders that own fewer than 100 shares should note
that the tender offer represents an opportunity for them to sell
their shares without reduction for any odd lot discounts.
Tendered shares that Expedia does not purchase will be returned
to the tendering stockholder as promptly as practicable.
If you do not wish to participate in the tender offer, you do
not need to take any action.
We explain the terms and conditions of the tender offer in
detail in the enclosed offer to purchase and the related letter
of transmittal. I encourage you to read these materials
carefully before making any decision with respect to the tender
offer. If you want to tender your shares, we explain the
necessary steps in detail in the enclosed materials.
The Board of Directors of Expedia has approved the tender
offer. However, neither Expedia nor its Board of Directors makes
any recommendation to you as to whether you should tender or
refrain from tendering your shares or as to the price or prices
at which you may choose to tender your shares. You must make
your own decision as to whether to tender your shares and, if
so, how many shares to tender and the price or prices at which
you wish to tender your shares. 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.
The tender offer will expire at 5:00 p.m., New York City
time, on Wednesday, January 10, 2007, unless Expedia
extends the tender offer. If you have any questions regarding
the tender offer or need assistance in tendering your shares,
please contact MacKenzie Partners, Inc., the information agent
for the tender offer, at
1-800-322-2885
or (212) 929-5500.
Sincerely,
Dara Khosrowshahi
Chief Executive Officer