Priceline.com and KAYAK Announce Completion of Merger
NORWALK, Conn., May 21, 2013
NORWALK, Conn., May 21, 2013 /PRNewswire/ --Priceline.com Incorporated
(NASDAQ: PCLN) ("priceline.com") and KAYAK Software Corporation (NASDAQ: KYAK)
("KAYAK") today announced the successful completion of the acquisition of
KAYAK by priceline.com. In accordance with the terms of the transaction as
previously announced, KAYAK merged with and into a wholly-owned subsidiary of
priceline.com. Priceline.com paid approximately $522.4 million in cash and
issued approximately 1,519,717 shares of common stock in connection with the
merger, in addition to assuming outstanding KAYAK stock options.
As previously announced, KAYAK will continue to operate as an independent
brand within The Priceline Group.
"We are delighted to welcome KAYAK as the newest member of The Priceline
Group," said Jeffery H. Boyd, Chairman and Chief Executive Officer of The
Priceline Group. "We look forward to working with the KAYAK team as they
build their business and expand the international footprint of their great
"We are excited to join the world's premier online travel company," said Steve
Hafner, KAYAK Chief Executive Officer and Co-founder. "We believe that The
Priceline Group's expertise and worldwide reach will help us expand our
business globally." Paul English, KAYAK Chief Technology Officer and
Co-founder added, "Our focus will remain creating the best place for travelers
to plan and book their travel and providing an effective marketing channel for
travel suppliers and online travel agencies."
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 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. Neither priceline.com nor KAYAK gives any assurance that either
priceline.com or KAYAK will achieve its expectations, and actual results may
differ materially from those projected. Priceline.com and KAYAK undertake no
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.
Priceline.com and KAYAK 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 that are intended to
be covered by the safe harbor provisions of the PSLRA. 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 priceline.com and KAYAK have filed with the U.S.
Securities and Exchange Commission (the "SEC") as well as the possibility that
problems may arise in successfully integrating the businesses of priceline.com
and KAYAK or such integration may be more difficult, time-consuming or costly
than expected, that the parties may not realize the expected benefits of the
merger or that future risks could arise.
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 priceline.com and KAYAK described in the "Risk Factors" section
in priceline.com's and KAYAK's Annual Report on Form 10-K, priceline.com's and
KAYAK's Quarterly Reports on Form 10-Q, the Registration Statement on Form S-4
(No. 333-185465) filed by priceline.com in connection with the merger on
February 1, 2013 and other documents filed by either of them from time to time
with the SEC. All forward-looking statements included in this document are
based upon information available to priceline.com and KAYAK on the date
hereof, and neither priceline.com nor KAYAK assumes any obligation to update
or revise any such forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as of
the date hereof.
About The Priceline Group
The Priceline Group (Nasdaq: PCLN) is a leader in global online hotel
reservations. The Priceline Group is composed of five primary brands -
Booking.com, priceline.com, Agoda.com, KAYAK and rentalcars.com, and several
ancillary brands. The Priceline Group provides online travel services in over
180 countries and territories in Europe, North America, South America, the
Asia-Pacific region, the Middle East and Africa.
Booking.com is the number one online hotel reservation service in the world,
offering over 295,000 hotels and accommodations (as of May 3, 2013), and is
available in 41 languages. More recent counts are available on the Booking.com
website. Priceline.com gives leisure travelers multiple ways to save on their
airline tickets, hotel rooms, rental cars, vacation packages and cruises. In
addition to getting compelling published prices, travelers can take advantage
of priceline.com's famous Name Your Own Price^® service, which can deliver the
lowest prices available, or the recently added Express Deals^SM, where
travelers can take advantage of hotel discounts without bidding. Agoda.com is
an Asia-based online hotel reservation service that is available in 38
languages. Rentalcars.com is a multinational rental car service, offering its
reservation services in over 6,000 locations and providing customer support in
40 languages. KAYAK's websites and mobile apps allow people to easily compare
information from hundreds of travel sites at once.
SOURCE Priceline.com; KAYAK
Contact: For Press Information: Brian Ek (203) 299-8167
firstname.lastname@example.org, or For Investor Relations: Matthew Tynan (203)
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