Filed by USA Interactive
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Hotels.com
Commission File No.:000-29575
USA INTERACTIVE [logo] HOTELS.COM [logo]
*SEE IMPORTANT NOTES AT END OF RELEASE
USA INTERACTIVE AND HOTELS.COM ANNOUNCE MERGER AGREEMENT
USA TO ACQUIRE THE HOTELS.COM SHARES IT DOES NOT ALREADY OWN IN A
$1.1 BILLION TRANSACTION
TRANSACTION COMPLETES USA CORPORATE RESTRUCTURING
New York, NY and Dallas, TX - April 10, 2003 -- USA Interactive (Nasdaq: USAI)
and Hotels.com (Nasdaq: ROOM) announced today that they have entered into an
agreement by which USA, already the majority owner of Hotels.com, would acquire
the Hotels.com shares it does not currently own in a tax-free, stock-for-stock
transaction. The transaction is valued at approximately $1.1 billion based on
the closing price of USA common stock on April 9, 2003.
The transaction would represent the final step in USA's efforts, begun in June
2002, to simplify its corporate structure by buying in its public subsidiaries.
As a result of these transactions, all of USA's interests will be indivisible
inside USA's public security.
The transaction would not change the current operating structure of Hotels.com,
and USA's intention is for Hotels.com and Expedia to continue to be operated
separately. Travel is, however, its own sector and USA would continue to review
strategy and over time may decide to make changes.
The Hotels.com transaction is expected to be slightly accretive to USA's
budgeted adjusted earnings per share for 2003.
The Hotels.com Board of Directors approved the agreement following the unanimous
recommendation and approval of an independent Special Committee of the
Hotels.com Board. Under the agreement, Hotels.com shareholders will receive 2.4
shares of USA common stock for each share of Hotels.com stock that they own.
This represents approximately a 20% premium based on the closing price of USA
stock and Hotels.com stock on March 18th, 2003, the day prior to the
announcement of USA's merger with Expedia. In the transaction, USA would issue
to Hotels.com public shareholders approximately 43.0 million basic shares and
45.2 million shares on a fully diluted, treasury method basis.
Barry Diller, Chairman and CEO of USA Interactive, said, "David Litman and Bob
Diener, in classic entrepreneurial fashion, have created a great company. We
were lucky enough to know that at an early stage, so we've watched their
determination and fierce dedication in building up the enterprise...and we
believe all that will continue because the incentives are all in place and our
interests completely aligned for the future."
"The Special Committee carefully reviewed the transaction in consultation with
our financial and legal advisors and we believe that the merger is in the best
interests of Hotels.com's minority shareholders," said Elan Blutinger, Chairman
of the Special Committee of Hotels.com's Board of Directors. "Hotels.com's
shareholders have an opportunity to participate in the continued growth
potential of USA, which is further enhanced by its full ownership of
Hotels.com."
David Litman, Chairman and CEO of Hotels.com, commented, "Bob Diener and I are
thrilled at the opportunity for Hotels.com to participate on a broader scale in
the future success of USA Interactive. We are convinced that this merger will
enhance the growth prospects for Hotels.com, and we are more determined than
ever to achieve our company goals through this exciting combination with USA.
Bob and I would like to thank the more than 1,200 employees of Hotels.com that
have helped to make this possible and we look forward to an exciting future."
In connection with the merger, Hotels.com options would be converted into
options to acquire USA common stock, and Hotels.com warrants would be converted
into warrants to acquire, or exercisable for, USA common stock. David Litman,
Chairman and CEO, and Bob Diener, President, will continue in their current
positions, and the new USA shares they receive in the transaction in respect of
their Hotels.com shares that are currently subject to transfer restrictions will
be subject to those same transfer restrictions. The transfer restrictions remain
in effect until March 2004.
USA currently owns approximately 68% of the outstanding Hotels.com stock and
controls approximately 97% of the combined voting power of the outstanding
Hotels.com shares. USA, as the holder of a majority of the voting power of
Hotels.com has acted by written consent to approve the transaction. An
Information Statement will be mailed to Hotels.com shareholders in connection
with the transaction. No separate USA shareholder approval is required. 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).
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, Citysearch,
Evite, Entertainment Publications 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 HOTELS.COM.
Hotels.com (Nasdaq:ROOM) is the largest specialized provider of discount lodging
worldwide, providing service through its own websites (including www.hotels.com
and others), more than 33,000 affiliated websites, and its toll-free call
centers (1-800-2-HOTELS). Hotels.com provides accommodations to travelers at
over 7,700 properties in more than 325 markets in North America, Europe, the
Caribbean and Asia. The company offers a one-stop shopping source for hotel
pricing, amenities and availability, and also specializes in providing travelers
with accommodations for sold-out periods. Hotels.com 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 Hotels.com 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 Hotels.com'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 Hotels.com'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 Hotels.com will
file an Information Statement/Prospectus with the Securities and Exchange
Commission. Investors and security holders are urged to read carefully the
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 Information Statement/Prospectus
(when it is available) and other documents containing information about USA
Interactive and Hotels.com, 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 Hotels.com's
filings may be obtained by directing a request to Hotels.com, 8140 Walnut Hill
Lane, Suite 203, Dallas, TX 75231, Attention: Investor Relations.
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CONTACTS:
FOR USA INTERACTIVE: FOR HOTELS.COM:
Ron Sato Lois Fuhr
USA Interactive Corporate Communications Fuhr & Associates
212/314-7254 206/236-0606
Roger Clark/Lauren Rosenfield Molly Branch
USA Interactive Investor Relations Hotels.com Investor
212/314-7400 214/361-7311, ext. 1331