Iac Interactive Exdist Wi (NASDAQ:IACIV)
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IAC Stockholders Approve Spin-Off of Expedia, Inc.
'IACIV' and 'EXPEV' to Commence When-Issued Trading
NEW YORK, July 19 /PRNewswire-FirstCall/ -- IAC/InterActiveCorp (NASDAQ:IACI)
announced that its stockholders overwhelmingly approved the spin-off of
Expedia, Inc., and the related proposals submitted at IAC's annual meeting of
stockholders held earlier today. IAC will release its second quarter results
on August 2, 2005 and expects to close the spin-off during the week of August
8th.
IAC has been advised by the Nasdaq National Market that both Expedia common
stock and IAC common stock (on a post spin-off basis) will trade on a
"when-issued" post-reverse stock split basis on Nasdaq under the symbols
"EXPEV" and "IACIV," respectively, from July 20, 2005 through the completion of
the spin-off. During this period, IAC common stock will continue regular way
trading on Nasdaq under its existing symbol, "IACI." On the first trading day
after the spin-off is completed, regular way trading will commence for Expedia
under the symbol "EXPE" and will continue for IAC under the symbol "IACI."
In addition, the holders of over 99% of IAC's outstanding shares of Series A
Convertible Preferred Stock have elected to receive $50 in cash per share plus
accrued and unpaid dividends in return for their shares. This amount will be
paid upon completion of the spin-off.
Following the spin-off, IAC will cease to have any ownership interest in
Expedia, and Expedia will become an independent publicly traded company.
Expedia will consist of IAC's travel and travel-related businesses,
subsidiaries and investments, including TripAdvisor and excluding Interval
International, which IAC will retain. IAC will continue to own and operate its
remaining businesses as an independent publicly traded company.
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/.
Contacts:
IAC Investor Relations
Roger Clark/Eoin Ryan
(212) 314-7400
IAC Corporate Communications
Deborah Roth
(212) 314-7254
Important 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 anticipated financial performance,
business prospects, new developments, pending transactions and similar matters,
and/or statements that use words such as "anticipates," "expects," "intends,"
and similar expressions. These forward-looking statements are necessarily
estimates reflecting the best judgment of IAC's 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 risks
and uncertainties are described in IAC's filings with the U.S. Securities and
Exchange Commission (the "SEC"), including IAC's Annual Report on Form 10-K for
the fiscal year ended 2004, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. Other unknown or unpredictable factors also could have material
adverse effects on IAC's future results, performance or achievements. In light
of these risks and uncertainties, 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.
Additional Information
In connection with the proposed spin-off, IAC filed a proxy
statement/prospectus with the SEC. Stockholders of IAC are urged to read the
proxy statement/prospectus because it contains 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 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 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/prospectus, 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.
DATASOURCE: IAC/InterActiveCorp
CONTACT: Roger Clark or Eoin Ryan, both of IAC Investor Relations,
+1-212-314-7400; or Deborah Roth of IAC Corporate Communications,
+1-212-314-7254
Web site: http://www.iac.com/