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Travelzoo Inc. Announces Plans to Execute Reverse/Forward Stock Split

  Travelzoo Inc. Announces Plans to Execute Reverse/Forward Stock Split

Business Wire

NEW YORK -- October 31, 2013

Travelzoo Inc. (NASDAQ:TZOO), a global Internet media company, today announced
that the Company intends to execute the shareholder approved reverse/forward
stock split during the second or third week of November, subject to receiving
an updated fairness opinion from an independent financial advisor and final
approval by the Special Committee of its Board of Directors.

As previously disclosed on June 11, 2013, Travelzoo had formed a Special
Committee of its Board of Directors, consisting of three independent
directors, to evaluate a reverse/forward stock split transaction, which has
since been approved by shareholders at the Company’s annual shareholder
meeting. The proposed reverse/forward stock split transaction consists of a
1-for-25 reverse stock split of the Company's outstanding common stock,
followed immediately by a 25-for-1 forward stock split (collectively referred
to as the “reverse/forward split”). A description of the terms and conditions
of the reverse/forward split was set forth in Travelzoo’s definitive Proxy
Statement for the 2013 annual shareholders meeting filed with the US
Securities and Exchange Commission on July 25, 2013. On September 12, 2013, at
the Company’s annual shareholders meeting, Travelzoo shareholders voted in
favor of the reverse/forward split, with the transaction receiving the votes
of both (A) a majority of the issued and outstanding shares of common stock
and (B) a majority of the issued and outstanding shares of common stock that
are not held or controlled, directly or indirectly, by directors or officers
of the Company, including, without limitation, the shares held by Azzurro
Capital Inc., our principal stockholder.

If approved, the reverse/forward stock split is intended to substantially
reduce Travelzoo’s shareholder account administration costs.

To the extent the reverse/forward split is executed, approximately 655,000 of
the Company’s outstanding shares will be fractionalized. Shareholders holding
less than 25 shares of common stock immediately prior to the reverse split
will not receive fractional shares in the reverse stock split, but will
instead have their shares converted into the right to receive a cash payment
in exchange for and in proportion to the fractional share interests resulting
from the reverse stock split.

To fund the cash payment, the fractional share interests will be aggregated by
the Company’s transfer agent who will sell aggregated shares in the open
market following the execution date. The Company intends to impose certain
trading restrictions to the transfer agent in order to reduce the impact of
the open market sale onto the Company’s stock price.

The Special Committee engaged Duff & Phelps, LLC as financial advisors to
review the fairness of the transaction. The Special Committee will only
approve the transaction after receiving an opinion from a financial advisor
regarding the fairness of the transaction from a financial point of view to
the Company's shareholders whose positions, individually considered, consist
of fewer than 25 shares, of the per-share consideration to be received by such
shareholders in the reverse/forward split. The Special Committee has received
legal counsel from Young Conaway Stargatt & Taylor, LLP in connection with
their review of the proposed transaction. In addition, the Company received
legal counsel from Skadden, Arps, Slate, Meagher & Flom LLP and Bryan Cave LLP
in connection with the proposed transaction.

Shareholders who held less than 25 shares immediately prior to the reverse
stock split will receive a cash payment based on and equal to their resulting
fractional interest times the price of a share equal to the higher of (a) the
trailing ten day average trading price of the Company’s common stock
immediately preceding the consummation date of the reverse/forward split or
(b) the average aggregate sales price received in the sale on the open market
of the shares resulting from aggregation of the fractionalized interests.
Shareholders that held 25 or more shares of common stock immediately before
the reverse/forward split will not receive a cash payment, but continue to
hold the same number of shares after completion of the reverse/forward split
as they held immediately prior. The Company anticipates no changes in the
total number of outstanding shares of common stock as a result of the
reverse/forward split.

This press release is only a disclosure and description of the intended
transaction and is not an offer to sell or acquire any shares of common stock.
The Company has included further disclosure of this transaction in its
definitive proxy statement previously filed with the US Securities and
Exchange Commission.

About Travelzoo

Travelzoo Inc. is a global Internet media company. With more than 26 million
subscribers in North America, Europe, and Asia Pacific and 25 offices
worldwide, Travelzoo® publishes deals from more than 2,000 travel and
entertainment companies. Travelzoo's deal experts review offers to find the
best deals and confirm their true value. In Asia Pacific, Travelzoo is
independently owned and operated by Travelzoo (Asia) Ltd. and Travelzoo Japan
K.K. under a license agreement with Travelzoo Inc.

Certain statements contained in this press release that are not historical
facts may be forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities and Exchange Act
of 1934. These forward-looking statements may include, but are not limited to,
statements about our plans, objectives, expectations, prospects and
intentions, markets in which we participate and other statements contained in
this press release that are not historical facts. When used in this press
release, the words “expect”, “predict”, “project”, “anticipate”, “believe”,
“estimate”, “intend”, “plan”, “seek” and similar expressions are generally
intended to identify forward-looking statements. Because these forward-looking
statements involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those expressed or
implied by these forward-looking statements, including changes in our plans,
objectives, expectations, prospects and intentions and other factors discussed
in our filings with the SEC. We cannot guarantee any future levels of
activity, performance or achievements. Travelzoo undertakes no obligation to
update forward-looking statements to reflect events or circumstances occurring
after the date of this press release. Travelzoo and Top 20 are registered
trademarks of Travelzoo. All other names are trademarks and/or registered
trademarks of their respective owners.

Contact:

Media:
Travelzoo, North America
Christie McConnell, 212-484-4912
cmcconnell@travelzoo.com
 
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