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IAC/InterActiveCorp To Commence Share Repurchases
NEW YORK, March 28 /PRNewswire-FirstCall/ -- IAC/InterActiveCorp (NASDAQ:IACI)
announced today that it would commence purchasing shares of its common stock as
soon as March 29. IAC is currently authorized to purchase up to 102.9 million
shares of its common stock pursuant to the two previously announced share
repurchase authorizations by its Board of Directors in November 2003 and
November 2004. The repurchases by IAC are in furtherance of its announced
intention to offset a portion of the dilution that will result following its
pending acquisition of Ask Jeeves, Inc. (NASDAQ:ASKJ).
IAC intends to enter into a purchase plan designed to comply with Rule 10b5-1
(the "10b5-1 Plan") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Pursuant to the 10b5-1 Plan, an agent appointed by IAC will
determine the time, amount and price at which purchases of IAC common stock
will be made in the open market, subject to certain parameters established in
advance by IAC. The plan generally calls for purchases of 25% of the average
daily trading volume for IAC common stock for the preceding four calendar
weeks, which, as of today, was approximately 1.1 million shares daily. The
10b5-1 Plan will terminate no later than the earlier of the date that proxy
materials relating to the proposed IAC spin-off of its travel related
businesses are mailed to IAC stockholders and the date that proxy materials
related to the Ask Jeeves transaction are mailed to Ask Jeeves stockholders, or
otherwise as established in the plan. IAC may also purchase stock in privately
negotiated transactions.
Repurchased shares of IAC common stock will be held as treasury shares. In
light of IAC's intended repurchases, IAC today is filing a Form 8-K with the
Securities and Exchange Commission in order to provide certain information that
may be of interest to investors about IAC's current plans for its previously
announced spin-off transaction.
About IAC/InterActiveCorp
IAC operates leading and diversified businesses in sectors being transformed by
the internet, online and offline... our mission is to harness the power of
interactivity to make daily life easier and more productive for people all over
the world. To view a full list of the companies of IAC please visit our website
at http://iac.com/.
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 IAC's anticipated financial
performance, business prospects, new developments and similar matters, and/or
statements preceded by, followed by or that include the words "believes,"
"could," "expects," "anticipates," "estimates," "intends," "plans," or similar
expressions. These forward-looking statements are based on management's current
expectations and assumptions, which are inherently subject to uncertainties,
risks and changes in circumstances that are difficult to predict. Actual
results may differ materially from those suggested by the forward-looking
statements due to a variety of factors, including changes in business,
political, and economic conditions due to the threat of future terrorist
activity or otherwise, actions and initiatives by current and potential
competitors, changes in the availability of favorably priced inventory, changes
in occupancy rates, the effect of current and future legislation or regulation,
the ability to make cost efficient expenditures in connection with expanding
our reach, the ability to expand our reach into international markets, and
certain other additional factors described in IAC's filings with the Securities
and Exchange Commission. Other unknown or unpredictable factors also could have
material adverse effects on IAC's 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.
IAC is not under any obligation and does 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.
Where to Find Additional Information about the Ask Jeeves Acquisition
IAC intends to file a registration statement with the Securities and Exchange
Commission ("SEC") that will include a combined proxy statement/prospectus of
Ask Jeeves and IAC and other relevant documents in connection with the proposed
merger. Ask Jeeves stockholders should read the proxy statement/prospectus and
other relevant materials when they become available, because they will contain
important information about Ask Jeeves, IAC and the proposed merger.
In addition to the documents described above, Ask Jeeves and IAC file annual,
quarterly and current reports, proxy statements and other information with the
SEC. The proxy statement/prospectus and other relevant materials (when they
become available), and any other documents filed with the SEC by Ask Jeeves or
IAC are available without charge at the SEC's website at http://www.sec.gov/,
or from the companies' websites, at http://www.ask.com/ and
http://www.iac.com/, respectively.
Ask Jeeves, IAC and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from Ask Jeeves stockholders in
connection with the proposed merger. A description of certain interests of the
directors and executive officers of Ask Jeeves is set forth in Ask Jeeves'
proxy statement for its 2004 annual meeting, which was filed with the SEC on
April 16, 2004. A description of certain interests of the directors and
executive officers of IAC is set forth in IAC's proxy statement for its 2004
annual meeting, which was filed with the SEC on April 29, 2004. Additional
information regarding the interests of such potential participants will be
included in the definitive proxy statement/ prospectus and other relevant
documents to be filed with the SEC in connection with the proposed merger.
Where to Find Additional Information about the IAC Spin-Off
In connection with the proposed spin-off it is currently expected that IAC will
file a proxy statement/prospectus with the Securities and Exchange Commission
(the "SEC"). Stockholders of IAC are urged to read the proxy
statement/prospectus, when it becomes available, because it will contain
important information about IAC, the proposed spin-off transaction and related
matters. Investors and security holders can obtain free copies of the proxy
statement/prospectus when it becomes available by contacting Investor
Relations, IAC/InterActiveCorp, Carnegie Hall Tower, 152 W. 57th Street, 42nd
Floor, New York, NY 10019 (Telephone: (212) 314-7400). Investors and security
holders can also obtain free copies of the proxy statement/prospectus and other
documents filed by IAC and Expedia with the SEC in connection with the proposed
spin-off transaction at the SEC's web site at http://www.sec.gov/.
In addition to the proxy statement, IAC files annual, quarterly and current
reports, proxy statements and other information with the SEC, each of which
should be available at the SEC's web site at http://www.sec.gov/. You may also
read and copy any reports, statements and other information filed by IAC at the
SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information.
IAC and its directors, executive officers and certain members of management and
other employees may be deemed to be participants in the solicitation of proxies
of IAC's stockholders to approve the proposed spin-off transaction. Such
individuals may have interests in the transaction as described herein,
including as a result of current holdings of options or shares of IAC's stock
and future holdings of options or shares of Expedia's stock, which will be
impacted in the transaction. Information regarding IAC and the equity interests
of its directors and officers who may be deemed to be participants in the
solicitation of proxies is contained in IAC's proxy statement, filed with the
SEC on April 29, 2004.
CONTACTS:
For IAC:
IAC Investor Relations
212/314-7400
Roger Clark
Lauren Porat
IAC Corporate Communications
Andrea Riggs
212/314-7280
Deborah Roth
212/314-7254
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DATASOURCE: IAC/InterActiveCorp
CONTACT: Roger Clark, or Lauren Porat, both of IAC Investor Relations,
+1-212-314-7400; or Andrea Riggs, +1-212-314-7280, or Deborah Roth,
+1-212-314-7254, both for IAC Corporate Communications
Web site: http://www.iac.com/