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KAYAK Stockholders Approve Adoption of Merger Agreement With Incorporated

  KAYAK Stockholders Approve Adoption of Merger Agreement With

PR Newswire

NORWALK, Conn., March 4, 2013

NORWALK, Conn., March 4, 2013 /PRNewswire/ -- KAYAK Software Corporation
(NASDAQ:KYAK) ("KAYAK") and Incorporated (NASDAQ: PCLN)
("") today announced that KAYAK stockholders voted overwhelmingly
to approve the adoption of the previously announced Agreement and Plan of
Merger between KAYAK, and Produce Merger Sub Inc., a wholly
owned subsidiary of Approximately 96% of the total voting
power of KAYAK's outstanding shares of Class A common stock and Class B common
stock as of the January 24, 2012, the record date for the special meeting of
stockholders, voting at the special meeting of stockholders held earlier
today, were voted in favor of the adoption of the Agreement and Plan of

The closing of the merger will take place once the remaining conditions to
closing (including the receipt of all required regulatory approvals) have been
satisfied. KAYAK and will announce the closing date of the
proposed merger and the election deadline for KAYAK stockholders to specify
the type of consideration they wish to receive once those dates have been
set. In accordance with the merger agreement, the election deadline will be
5:00 pm on the date that is 5 business days preceding the closing date.

KAYAK stockholders should continue to use the election form previously
mailed. If a KAYAK stockholder has already submitted a properly completed
election form to the exchange agent and wishes to change the election, that
stockholder may resubmit a new, properly completed election form to the
exchange agent and the previous election form will be disregarded. KAYAK
stockholders who have already submitted an election form and do not wish to
make any changes do not need to take any further action and the election form
already submitted to the exchange agent will be used. KAYAK stockholders who
wish to obtain a new election form should contact KAYAK's information agent,
Georgeson, at the following address and phone number: 199Water Street, 26^th
Floor, NewYork, NY 10038, (888)293-6908 (Toll Free); Banks and Brokerage
Firms please call: (212)440-9800.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995, known as the PSLRA. These
statements, as they relate to or KAYAK, the regulatory approval
process or the proposed acquisition of KAYAK by involve risks
and uncertainties that may cause results to differ materially from those set
forth in the statements. These statements are based on current plans,
estimates and projections, and therefore, you are cautioned not to place undue
reliance on them. No forward-looking statement can be guaranteed, and actual
results may differ materially from those projected. Neither nor
KAYAK undertakes an obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise,
except to the extent required by law. Forward-looking statements are not
historical facts, but rather are based on current expectations, estimates,
assumptions and projections about the business and future financial results of
the online travel industry, and other legal, regulatory and economic
developments. We use words such as "anticipates," "believes," "plans,"
"expects," "projects," "future," "intends," "may," "will," "should," "could,"
"estimates," "predicts," "potential," "continue," "guidance," and similar
expressions to identify these forward-looking statements. Actual results could
differ materially from the results contemplated by these forward-looking
statements due to a number of factors, including, but not limited to, those
described in the documents and KAYAK have filed with the U.S.
Securities and Exchange Commission (the "SEC") as well as the possibility that
(1) and KAYAK may be unable to obtain regulatory approvals
required for the proposed transaction or may be required to accept conditions
that could reduce the anticipated benefits of the merger as a condition to
obtaining regulatory approvals; (2) the length of time necessary to consummate
the proposed transaction may be longer than anticipated; (3) problems may
arise in successfully integrating the businesses of and KAYAK or
such integration may be more difficult, time-consuming or costly than
expected; (4) the proposed transaction may involve unexpected costs; (5) the
businesses may suffer as a result of uncertainty surrounding the proposed
transaction, including difficulties in maintaining relationships with
customers or retaining key employees; (6) the parties may be unable to meet
expectations regarding the timing, completion and accounting and tax
treatments of the transaction; or (7) the industry may be subject to future
risks that are described in the "Risk Factors" section of's
Annual Reports on Form 10-K,'s and KAYAK's Quarterly Reports on
Form 10-Q, the Registration Statement on Form S-4 (No. 333-185465) filed by in connection with the merger on February 1, 2013 (the
"Registration Statement") and other documents filed by either of them from
time to time with the SEC. Neither nor KAYAK gives any assurance
that either or KAYAK will achieve its expectations.

The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that affect the
businesses of and KAYAK described in the "Risk Factors" section
of's Annual Reports on Form 10-K,'s and KAYAK's
Quarterly Reports on Form 10-Q, the Registration Statement and other documents
filed by either of them from time to time with the SEC.

Additional Information and Where to Find It

This document relates to a proposed transaction between KAYAK and, which is the subject of the Registration Statement and joint
proxy statement/prospectus forming a part thereof. This document is not a
substitute for the Registration Statement or any other documents that KAYAK or may file with the SEC or send to stockholders in connection with
the proposed transaction.

Investors and security holders are able to obtain free copies of the
Registration Statement and all other relevant documents filed or that will be
filed with the SEC by KAYAK or through the website maintained by
the SEC at

In addition, investors and security holders may obtain free copies of the
joint proxy statement/prospectus from KAYAK by contacting KAYAK Software
Corporation, 55 North Water Street, Suite 1, Norwalk, CT 06854, Attn:
Corporate Secretary or by calling (203) 899-3100.


Contact: For Press Information: Brian Ek, +1-203-299-8167,; For Investor Relations: Matthew Tynan,
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