What action is Expedia taking?
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The company is offering to repurchase up to 116,666,665 shares of its common stock at a price per share not less than $27.50 and not greater than $30.00. The tender offer commenced on June 29, 2007 and will end, unless extended, at 5:00 p.m., New York City time, on August 8, 2007. The companys obligation to purchase shares in the tender offer is subject to conditions, including the receipt of financing, described in the tender offer documents. | |
What will the purchase price for the shares be?
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Expedia is offering to repurchase shares through a modified Dutch auction. This means the purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, Expedia is able to purchase 116,666,665 shares, or such fewer number of shares as are properly tendered and not properly withdrawn prior to the expiration date. The purchase price will not be greater than $30.00 nor less than $27.50 per share. Expedia will pay this purchase price in cash, without interest, for all the shares purchased under the tender offer, even if some of the shares are tendered at a price below the purchase price. | |
Can employees participate in the tender offer?
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Employees who are stockholders can participate in the tender offer, except for our executive officers who have advised the company that they do not intend to participate in the tender offer. | |
Has Expedia or the Board of Directors adopted a position on the tender offer?
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Our Board of Directors has approved the tender offer. However, neither management nor the Board of Directors has made any recommendation to stockholders, including employees, as to whether they should tender or refrain from tendering their shares or as to the price or prices at which they may choose to tender their 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 choose to tender your shares. In so doing, you should read carefully the information in the offer to purchase and in the letter of transmittal, including the companys reasons for making the tender offer. Expedias directors and executive officers and Liberty Media Corporation have advised the company that they do not intend to tender any shares in the tender offer. | ||
Why is the Company making the tender offer?
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Expedia believes that the tender offer, together with an increase in Expedias indebtedness, is a prudent use of its financial resources given its business profile, cash flow, capital structure, assets, the current market price of the shares and the terms on which corporate credit currently is generally available in the credit markets, and that investing in its own shares is an attractive use of capital and an efficient and effective means to provide value to its stockholders, including by lowering the companys weighted average cost of capital. 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. | |
Following the tender offer, will Expedia continue as a public company?
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Yes. The completion of the tender offer in accordance with its terms and conditions will not cause Expedias shares to cease to be listed on Nasdaq or to stop Expedia being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. | |
How do I tender my shares?
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The tender offer will expire at 5:00 p.m., New York City time, on Wednesday, August 8, 2007, unless Expedia extends the tender offer. All stockholders will be mailed information beginning on or about Monday, July 2, 2007. Information also can be obtained by contacting MacKenzie Partners, Inc., the companys information agent, at 1-800-322-2885 (United States and Canada) or +212-929-5500 (all other countries). If you hold your stock in a brokerage account you should contact your broker. Participants in the companys |
| 401(k) plan who hold stock in Expedia will receive a communication directly from Fidelity Investments. If you hold stock both individually (including through a brokerage account) and through the companys 401(k) plan and you decide to tender shares held in both manners, you will need to take separate actions as to these shares. | ||
What do I do if I do not want to participate in the tender offer?
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If you do not wish to participate in the tender offer, you do not need to take any action. | |
Can I participate in the tender offer if I hold shares through the Expedia
Retirement Savings Plan?
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Yes. Participants in the Expedia Retirement Savings Plan (i.e. the 401(k) plan) who hold shares of Expedia in their accounts will receive instruction forms which they may use to direct the trustee for the plan to tender eligible shares held through their accounts. | |
How do holders of stock options for shares participate in the tender offer?
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The tender offer only applies to issued shares of Expedia common stock, therefore stock options may not be tendered. However, if you hold vested but unexercised options, you may exercise such options in accordance with the terms of the applicable stock option plans and tender the shares received upon such exercise in accordance with this tender offer. | |
| Employees should note that an exercise of a stock option may not be revoked even if (a) the shares acquired are tendered but are not purchased in the tender offer or (b) the employee elects to revoke his or her tender of shares. | ||
| An employee who currently holds unvested options may not exercise those options until they vest, and thus the employee cannot tender the shares underlying the options in the tender offer unless the options vest before the tender offer expires. | ||
How do holders of warrants participate in the tender offer?
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If you hold exercisable warrants for common stock, you may exercise such warrants in accordance with the terms of the applicable warrant agreement and tender the shares received upon such exercise in accordance with this tender offer. You should note that an exercise of a warrant may not be revoked even if (a) |
| the shares acquired are tendered but are not purchased in the tender offer or (b) you elect to revoke your tender of shares. | ||
Does this affect employee Restricted Stock Units?
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No. The tender offers only applies to issued shares of Expedia common stock. Therefore unvested Restricted Stock Units that remain unvested through the expiration of the tender offer may not be tendered and are not affected by the tender offer. However, shares that have been issued as a result of vesting of Restricted Stock Units may be tendered in the tender offer by following the process specified in the tender offer documentation and instructions. | |
Will I have to pay brokerage commissions if I tender my shares?
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If you are a registered stockholder and you tender your shares directly to the depositary, you will not incur any brokerage commissions. If you hold shares through a broker or bank, we urge you to consult your broker or bank to determine whether transaction costs are applicable. | |
What are the U.S. federal income tax consequences if I tender my shares?
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Generally, you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the shares you tender. The receipt of cash for your tendered shares generally will be treated either as (1) consideration received in respect of a sale or exchange of the tendered shares or (2) a distribution from us in respect of our stock. | |
Will I have to pay any stock transfer tax if I tender my shares?
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If you instruct the depositary in the letter of transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. | |
Whom can I talk to if I have questions?
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The information agent can help answer your questions. The information agent is MacKenzie Partners, Inc. You can call MacKenzie Partners, Inc. at 1-800-322-2885 in the United States and Canada, and +212-929-5500 for all other countries. |