Expedia to Spin-Off of TripAdvisor, Inc.
BELLEVUE, Wash., Dec. 6, 2011 /PRNewswire via COMTEX/ — Expedia, Inc. announced today that its stockholders overwhelmingly approved the spin-off of TripAdvisor, Inc. and the related proposals submitted at Expedia’s annual meeting of stockholders held earlier today, including the one-for-two reverse stock split proposal, the conversion of the outstanding shares of Expedia Series A preferred stock into the right to receive a fixed amount of cash pursuant to a merger, and various amendments to Expedia’s certificate of incorporation. The approval included a favorable vote by more than a majority of the non-management shares. Expedia® expects the transaction to close on or about December 20, 2011, including implementation of a one-for-two reverse stock split of Expedia stock immediately prior to the spin-off.
In addition, the proposals submitted to stockholders with respect to the re-election of all members of the Expedia board of directors, ratification of the appointment of Expedia’s independent auditor and the advisory vote on executive compensation were also approved, and stockholders recommended three years as the frequency with which advisory votes on executive compensation would be held. Expedia will file the final, certified vote results on a Current Report on Form 8-K when available.
The Nasdaq Global Market has advised Expedia that both TripAdvisor® common stock and Expedia common stock (on a post spin-off basis) will trade on a “when-issued” post-reverse stock split basis on Nasdaq under the symbols “TRIPV” and “EXPEV” respectively, from December 7, 2011 through the completion of the spin-off, which is currently expected to occur on or about December 20, 2011. During this period, Expedia common stock will continue regular way trading on Nasdaq under its existing symbol, “EXPE.” On the first trading day after the spin-off is completed, which trading day is currently expected to be on or about December 21, 2011, regular way trading will commence for TripAdvisor under the symbol “TRIP” and will continue for EXPE under the symbol “EXPE.”
Upon completion of the spin-off, Expedia will cease to have any ownership interest in TripAdvisor, and TripAdvisor will become an independent publicly traded company, with the stockholders of Expedia immediately prior to the spin-off holding all of the shares of TripAdvisor stock.
TripAdvisor, Inc. will be based in Newton, Massachusetts and Expedia, Inc. will remain headquartered in Bellevue, Washington.
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 statements are not guarantees of future performance. These forward-looking statements are based on management’s expectations as of December 6, 2011 and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “intends” and – “expects,” among others, generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and may include statements relating to future revenues, expenses, margins, profitability, net income / (loss), earnings per share and other measures of results of operations and the prospects for future growth of Expedia, Inc.’s business.
Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including, among others: declines or disruptions in the travel industry; changes in our relationships and contractual agreements with travel suppliers or supplier intermediaries; risks relating to the announced spin-off of our TripAdvisor business; increases in the costs of maintaining and enhancing our brand awareness; changes in search engine algorithms and dynamics, or search engine disintermediation; our inability to adapt to technological developments or to maintain our existing technologies; our ability to expand successfully in international markets; changes in senior management; volatility in our stock price; changing laws, rules and regulations and legal uncertainties relating to our business; unfavorable new, or adverse application of existing, tax laws, rules or regulations; adverse outcomes in legal proceedings to which we are party; provisions in certain credit card processing agreements that could adversely impact our liquidity and financial positions; fluctuations in our effective tax rate; our inability to access the capital markets when necessary; risks related to our long term indebtedness; fluctuations in foreign exchange rates; risks related to the failure of counterparties to perform on financial obligations; potential liabilities resulting from our processing, storage, use and disclosure of personal data; the integration of current and acquired businesses; the risk that our intellectual property is not protected from copying or use by others, including competitors; and other risks detailed in our public filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2010 and quarterly report on Form 10-Q for the quarter ended September 30, 2011.
Except as required by law, we undertake no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.
About Expedia, Inc. Expedia, Inc. is the largest online travel company in the world, with an extensive brand portfolio that includes more than 90 localized Expedia.com®- and Hotels.com®-branded sites; leading U.S. discount travel site Hotwire®; leading agency hotel company Venere.com(TM); Egencia®, the world’s fifth largest corporate travel management company; the world’s largest travel community TripAdvisor® Media Group; destination activities provider ExpediaLocalExpert®; luxury travel specialist Classic Vacations®; and China’s second largest booking site eLong(TM). The company delivers consumers value in leisure and business travel, drives incremental demand and direct bookings to travel suppliers, and provides advertisers vast opportunity to reach the most valuable audience of in-market travel consumers anywhere through TripAdvisor Media Group and Expedia Media Solutions. Expedia also powers bookings for some of the world’s leading airlines and hotels, top consumer brands, high traffic websites, and thousands of active affiliates through Expedia® Affiliate Network.
About TripAdvisor, Inc. TripAdvisor, Inc., the world’s largest travel site, is an online travel research company, that empowers users to plan and have the perfect trip. TripAdvisor’s travel research platform aggregates reviews and opinions of members about destinations, accommodations, restaurants and activities throughout the world through the flagship TripAdvisor brand. TripAdvisor-branded websites include tripadvisor.com in the United States and localized versions of the website in 29 other countries, including in China under the brand daodao.com, in 21 languages. TripAdvisor-branded websites globally received over 44 million unique visitors* in September 2011 and have built a marketable base of more than 20 million members and over 50 million reviews and opinions. Beyond travel-related content, TripAdvisor websites also include links to the websites of its advertisers, including travel advertisers, allowing travelers to directly book their travel arrangements. In addition to the flagship TripAdvisor brand, TripAdvisor manages and operates websites under 18 other travel media brands, connected by the common goal of providing comprehensive travel planning resources across the travel sector. In all TripAdvisor Media Group companies attract more than 65 million monthly visitors*.
TripAdvisor Media Group websites have been recognized as top travel resources in 2010 by Conde Naste Traveler, Good Housekeeping, TIME Magazine and Travel + Leisure. In 2011, TripAdvisor was voted the “Best Travel Information/Review Site” by the British Travel Awards and “Favourite Travel Website” by readers of the Telegraph in the UK. Headquartered in Newton, Massachusetts, TripAdvisor has been named on the “Boston Globe Top Places to Work list” in 2010 and 2011.