Filed by USA Interactive
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Expedia, Inc.
Commission File No.:000-27429
[USA Logo] [Expedia Logo]
*SEE IMPORTANT NOTES AT END OF RELEASE
USA INTERACTIVE AND EXPEDIA ANNOUNCE MERGER AGREEMENT
USA TO ACQUIRE THE EXPEDIA SHARES IT DOES NOT ALREADY OWN
IN A $3.3 BILLION TRANSACTION
USA ANNOUNCES BOARD AUTHORIZATION OF
STOCK REPURCHASE PLAN
New York, NY and Bellevue, WA - March 19, 2003 -- USA Interactive (Nasdaq: USAI)
and Expedia, Inc. (NASDAQ: EXPE) announced today that they have entered into an
agreement by which USA, already the majority owner of Expedia, would acquire the
Expedia shares it does not currently own in a stock-for-stock transaction that
is generally tax-free to Expedia shareholders. The transaction is valued at
$3.3 billion, based on the closing price of USA common stock on March 18, 2003.
The transaction allows USA to further simplify its corporate structure. The
Expedia Board of Directors approved the agreement following the unanimous
recommendation and approval of an independent Special Committee of the Expedia
Board.
Under the agreement, Expedia shareholders would receive 1.93875 shares of USA
common stock for each share of Expedia stock that they own, which represents
approximately a 30% premium, based on the closing price of USA stock and Expedia
stock on March 18, 2003. In the transaction, USA would issue to Expedia public
shareholders approximately 92.5 million basic shares and 124.9 million shares on
a fully diluted, treasury method basis. In connection with the merger, Expedia
warrants and options will be converted into warrants and options to acquire USA
common stock. The transaction is expected to be slightly dilutive to USA's
adjusted earnings per share ("EPS") for 2003, however, due to expected over-
performance by Expedia and USA's other businesses, USA believes that it will
meet its current 2003 budgeted adjusted EPS of $0.75 per share. In addition,
USA expects Q1 2003 EBITA to very significantly exceed last year's Q1 EBITA and
to beat its Q1 2003 EBITA budgeted amount, and expects to meet or exceed its Q1
2003 adjusted EPS budget. Please note that USA's projections are based on the
expectation of a short conflict in Iraq without any other significant
geopolitical disruptions during the year.
USA also announced that its Board of Directors has authorized the repurchase of
up to 30 million shares of USA common stock. USA may purchase shares from time
to time on the open market or through private transactions, depending on market
conditions, share price and other factors.
Barry Diller, Chairman and CEO of USA Interactive, said, "The timing in relation
to world events is an accident - as often happens with transactions, they take
the time they take to reach conclusion - however, we were of course mindful of
events beyond our own - and our decision to acquire the balance of Expedia under
these circumstances does dramatically underscore our great belief in the robust
growth and long term value of online travel. Travel may be affected by this or
that event, for a day or a month or whatever, but if there is life then there is
travel - we bet on the latter."
"We all have so much respect for Rich Barton, Erik Blachford and the superb
group they have assembled that has executed so flawlessly building Expedia into
a leadership position in online travel - we hope by this consolidation of
ownership at USA that this great Expedia group will play an ever expanding role
across all our 14 Divisions."
"The Special Committee carefully reviewed the transaction in consultation with
our financial and legal advisors and we believe that the merger creates
significant value for Expedia's minority shareholders, " said Jay Hoag, Chairman
of the Special Committee of Expedia's Board of Directors. "Expedia shareholders
have an opportunity to participate in the significant upside potential of USA,
which is further enhanced by its full ownership of Expedia."
"This transaction gives us the opportunity to accelerate our work of building a
great travel company," said Erik Blachford, incoming President and CEO of
Expedia. "We are looking forward to working with USA and its other entities in
a more integrated fashion, and believe there is substantial value to be created
in the process."
USA currently owns approximately 54% of the outstanding Expedia stock and
controls approximately 94.9% of the combined voting power of the outstanding
Expedia shares. USA has agreed to vote all of its Expedia shares in favor of
the merger at the Expedia stockholders meeting relating to the merger. USA
shareholders holding a majority of the voting power of USA have acted by written
consent to approve the transaction. An information statement will be mailed to
USA shareholders and a proxy statement/prospectus will be mailed to Expedia
shareholders. The transaction, which is subject to customary conditions, is
expected to be completed in the summer of 2003. The transaction is not subject
to any material adverse effect conditions (including the possible effects of
war).
Based on results through February, Expedia is trending toward revenue of $194
million and adjusted earnings per share of at least $0.25 for the first quarter
ending March 31. These trends compare with Expedia's operating budget, which
calls for revenue of $186 million and adjusted EPS of $0.22. Neither the
current estimates nor the operating
budget incorporate any assumption relating to war or other significant
disruption to the travel industry.
USA and Expedia will audiocast their conference call today, Wednesday, March 19,
2003, at 12:00 p.m. Eastern Time (ET). The live audiocast is open to the public
at www.usainteractive.com/investor.relations.
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ABOUT USA INTERACTIVE
---------------------
USA Interactive (Nasdaq: USAI) engages worldwide in the business of
interactivity via the Internet, the television and the telephone. USA's multiple
brands are organized across three areas: Electronic Retailing, Information &
Services and Travel Services. Electronic Retailing is comprised of HSN,
America's Store, HSN.com, and Home Shopping Europe and Euvia in Germany.
Information & Services includes Ticketmaster, Match.com, uDate (transaction
pending), Citysearch, Evite, Entertainment Publications (transaction pending)
and Precision Response Corporation. Travel Services consists of Expedia (Nasdaq:
EXPE), Hotels.com (Nasdaq: ROOM), Interval International, TV Travel Group and
USA's forthcoming U.S. cable travel network.
ABOUT EXPEDIA, INC.
-------------------
Expedia, Inc. (NASDAQ: EXPE) is the world's leading online travel service and
the eighth largest travel agency in the U.S. Expedia's award-winning Expert
Searching and Pricing (ESP) technology delivers the most comprehensive flight
options available online. ESP also allows customers to dynamically build
complete trips that combine flights, Expedia(R) Special Rate hotels and other
lodging, ground transportation, and destination services and activities.
Expedia's quality and leadership have been recognized in awards such as PC
Magazine's "Editors' Choice" and Forbes' "Favorite General Travel Site." Expedia
operates Classic Custom Vacations, a leading wholesaler of premiere vacation
packages to destinations such as Hawaii, Mexico, Europe and the Caribbean; and
Metropolitan Travel, a corporate travel agency. Travelscape, Inc., wholly owned
by Expedia, also operates as WWTE(TM), a private-label online travel business
that supplies travel inventory to third parties. Expedia is a majority-owned
subsidiary of USA Interactive (NASDAQ: USAI).
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains "forward- looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward- looking
statements include statements relating to our anticipated financial performance,
business prospects, new developments, new merchandising strategies and similar
matters, and/or statements preceded by, followed by or that include the words
"believes," "could," "expects," "anticipates," "estimates," "intends," "plans,"
"projects," "seeks," or similar expressions. These forward- looking statements
are necessarily estimates reflecting the best judgment of our senior management
and involve a number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward- looking statements.
These forward- looking statements are subject to risks, uncertainties and
assumptions that could have a material adverse effect on the proposed
transaction between USA and Expedia and/or on our businesses, financial
condition or results of operations. You should understand that the following
important factors could affect our future results and could cause those results
to differ materially from those expressed in the forward- looking statements:
(1) the risk that USA's and Expedia's businesses will not be integrated
successfully; (2) costs related to the proposed transaction; (3) material
adverse changes in economic conditions generally or in our markets or
industries; (4) future regulatory and legislative actions and conditions
affecting our operating areas; (5) competition from others; (6) successful
integration of our divisions' management structures; (7) product demand and
market acceptance; (8) the ability to protect proprietary information and
technology or to obtain necessary licenses on commercially reasonable terms; (9)
the ability to expand into and successfully operate in foreign markets; (10)
obtaining and retaining skilled workers and key executives; (11) acts of
terrorism; and (12) war or political instability. In addition, investors should
consider the other information contained in or incorporated by reference into
USA's and Expedia's filings with the U.S. Securities and Exchange Commission
(the "SEC"), including their Annual Reports on Form 10-K for the fiscal year
ended 2001, especially in the Management's Discussion and Analysis section,
their most recent Quarterly Reports on Form 10-Q and their Current Reports on
Form 8-K. Other unknown or unpredictable factors also could have material
adverse effects on our future results, performance or achievements. In light of
these risks, uncertainties, assumptions and factors, the forward- looking events
discussed in this press release may not occur. You are cautioned not to place
undue reliance on these forward- looking statements, which speak only as of the
date stated, or if no date is stated, as of the date of this press release.
We are not under any obligation and do not intend to make publicly available any
update or other revisions to any of the forward- looking statements contained in
this press release to reflect circumstances existing after the date of this
press release or to reflect the occurrence of future events even if experience
or future events make it clear that any expected results expressed or implied by
those forward-looking statements will not be realized.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, USA Interactive and Expedia will
file a proxy and information statement/prospectus with the Securities and
Exchange Commission. Investors and security holders are urged to read carefully
the proxy and information statement/prospectus regarding the proposed
transaction when it becomes available, because it will contain important
information. Investors and security holders may obtain a free copy of the proxy
and information statement/prospectus (when it is available) and other documents
containing information about USA Interactive and Expedia, without charge, at the
SEC's web site at http://www.sec.gov. Free copies of USA Interactive's filings
may be obtained by directing a request to USA Interactive, 152 West 57th Street,
New York, New York, 10019, Attention: Investor Relations, and free copies of
Expedia's filings may be obtained by directing a request to Expedia, Inc. 13810
SE Eastgate Way, Suite 400, Bellevue, Washington 98005, Attention: Investor
Relations.
PARTICIPANTS IN SOLICITATION
USA Interactive, Expedia and their respective directors, executive officers and
other members of their management and employees may be soliciting proxies from
the companies' stockholders in connection with the proposed merger. Information
concerning USA Interactive's participants in the solicitation is set forth in
USA Interactive's proxy statement for its annual meeting of stockholders, filed
with the SEC on April 30, 2002. Information concerning Expedia's participants in
the solicitation is set forth in Expedia's proxy statement for its annual
meeting of stockholders, filed with the SEC on April, 30 2002.
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Contacts:
Ron Sato, USA Interactive Corporate Communications, 212/314-7254;
Roger Clark/Lauren Rosenfield, USA Interactive Investor Relations, 212/314-7400;
Andrea Riggs, Expedia, Inc. Communications, 425/748-3837;
Marj Charlier, Expedia, Inc. Investor Relations, 425/564-7666