The Priceline Group and OpenTable Announce Early Termination of HSR Waiting
NORWALK, Conn. and SAN FRANCISCO, July 8, 2014
NORWALK, Conn. and SAN FRANCISCO, July 8, 2014 /PRNewswire/ --The Priceline
Group Inc. (NASDAQ: PCLN) and OpenTable, Inc. (NASDAQ: OPEN) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended ("HSR"), in connection with The Priceline Group's proposed
acquisition of OpenTable, was terminated early on July 7, 2014, by the U.S.
Federal Trade Commission. The waiting period was scheduled to expire at 11:59
P.M., New York time, on July7, 2014.
As previously announced on June13, 2014, The Priceline Group and OpenTable
have entered into a merger agreement under which The Priceline Group will
acquire all of the outstanding shares of OpenTable for $103 per share in cash,
without interest and less any required withholding taxes, with the transaction
to be effected through a tender offer by The Priceline Group's wholly owned
subsidiary, Rhombus, Inc. The termination of the HSR waiting period satisfies
one of the conditions to consummate the tender offer. Other conditions remain
to be satisfied, including, among others, a minimum tender of at least a
majority of outstanding OpenTable shares on a fully diluted basis.
The tender offer is scheduled to expire at midnight, New York City time, on
July 24, 2014 (one minute after 11:59 p.m., New York City time on July 23,
2014), unless the tender offer is extended or earlier terminated in accordance
with the rules and regulations of the United States Securities and Exchange
Commission (the "SEC") and the merger agreement governing such offer and the
This communication is neither an offer to purchase nor a solicitation of an
offer to sell any shares of the common stock of OpenTable or any other
securities. The Priceline Group Inc. and Rhombus, Inc., a wholly-owned
subsidiary of The Priceline Group Inc., have filed a tender offer statement on
Schedule TO with the SEC and the offer to purchase shares of OpenTable common
stock will only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT, AS FILED AND AS IT MAY BE AMENDED FROM TIME TO TIME, AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS FILED BY OPENTABLE
AND AS IT MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION REGARDING THE OFFER. Investors and security holders may obtain a
free copy of these statements and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov or by directing such requests to
Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at
Information About Forward-Looking Statements
This communication contains forward-looking statements. These forward-looking
statements reflect the views of The Priceline Group's and OpenTable's
management regarding current expectations and projections about future events
and the ability of The Priceline Group and OpenTable to complete the
transactions contemplated by the merger agreement, including the parties'
ability to satisfy the conditions to the consummation of the tender offer and
the other conditions set forth in the merger agreement, and are based on
currently available information and current foreign currency exchange rates.
These forward-looking statements are not guarantees of future performance and
are subject to risks, uncertainties and assumptions that are difficult to
predict; therefore, actual results may differ materially from those expressed,
implied or forecasted in any such forward-looking statements. Expressions of
future goals and similar expressions including, "may," "will," "should,"
"could," "expects," "plans," "anticipates," "intends," "believes,"
"estimates," "predicts," "potential," "targets," or "continue," reflecting
something other than historical fact are intended to identify forward-looking
statements. The proposed transaction has not closed, and the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: the possibility that
expected benefits of the transaction may not be achieved in a timely manner or
at all; revenues following the transaction may be lower than expected;
disruption from the transaction may adversely affect OpenTable's relationships
with its customers, business partners or employees; the conditions to the
completion of the transaction may not be satisfied in a timely manner or at
all; and the other factors described in The Priceline Group's and OpenTable's
most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed
with the Securities and Exchange Commission. Unless required by law, The
Priceline Group and OpenTable undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
About The Priceline Group
The Priceline Group Inc. (NASDAQ: PCLN) is the world leader in online travel,
serving consumers and partners through five primary brands - Booking.com,
priceline.com, Agoda.com, KAYAK and rentalcars.com. For more information,
OpenTable is the world's leading provider of online restaurant reservations,
seating more than 15 million diners per month via online bookings across more
than 31,000 restaurants. The OpenTable network connects restaurants and
diners, helping diners discover and book the perfect table and helping
restaurants deliver personalized hospitality to keep guests coming back. The
OpenTable service enables diners to see which restaurants have available
tables, select a restaurant based on verified diner reviews, menus, and other
helpful information, and easily book a reservation. In addition to the
company's website and mobile apps, OpenTable powers online reservations for
nearly 600 partners, including many of the Internet's most popular global and
local brands. For restaurants, the OpenTable hospitality solutions enable them
to manage their reservation book, streamline their operations, and enhance
their service levels. Since its inception in 1998, OpenTable has seated more
than 620 million diners around the world. The Company is headquartered in San
Francisco, California, and the OpenTable service is available throughout the
United States, as well as in Canada, Germany, Japan, Mexico, and the UK. More
information is available on http://www.opentable.com.
SOURCE The Priceline Group Inc.
Contact: For Press Information: Leslie Cafferty 203-299-8128
firstname.lastname@example.org; For Investor Relations: Matthew Tynan
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