BELLEVUE, Wash., Dec. 6, 2011 -- Expedia, Inc. (NASDAQ: EXPE) 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
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
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, 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™; 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™. 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.
Trademarks and logos are the property of their respective owners.
© 2011 Expedia, Inc. All rights reserved. CST: 2029030-50
* Source: comScore Media Metrix for TripAdvisor Media Group Sites,
Worldwide, September 2011.