The Priceline Group Successfully Completes OpenTable Tender Offer
NORWALK, Conn., July 24, 2014
NORWALK, Conn., July 24, 2014 /PRNewswire/ -- The Priceline Group Inc.
(NASDAQ: PCLN) today announced that it has successfully completed its
previously announced tender offer to purchase all outstanding shares of common
stock of OpenTable, Inc. (NASDAQ: OPEN) for $103.00 per share in cash. As
announced on June12, the all cash transaction is valued at $2.6billion.The
tender offer expired at12:00 midnight, Eastern Standard Time, on July24,
2014. The Priceline Group expects to complete the acquisition of OpenTable
later today through a merger under Section251(h) of the General Corporation
Law of the State of Delaware.
"OpenTable is a premium online brand with significant global potential and we
couldn't be more excited to welcome the teamto The Priceline Group family,"
said Darren Huston, President & CEO of the Group. "We look forward to
supporting OpenTable's growth, through both enriched restaurant partnerships
and innovative experiences for our collective customers."
As of the expiration of the tender offer, approximately 16,080,069 shares were
validly tendered and not withdrawn in the tender offer, representing
61.56percent of OpenTable's outstanding shares, according to the depositary.
The condition to the tender offer that a majority of OpenTable's outstanding
shares on a fully diluted basis be validly tendered and not withdrawn has been
satisfied. As a result, Priceline has accepted for payment and will promptly
pay for all validly tendered shares. The depositary has also informed
Priceline that Notices of Guaranteed Delivery have been delivered with respect
to 2,076,460 additional shares, representing approximately 7.95percent of
OpenTable's currently outstanding shares.
As a result of the merger, all remaining eligible OpenTable shares will be
converted into the right to receive $103.00 per share in cash, without
interest and less any applicable withholding taxes, the same price that was
paid in the tender offer (eligible shares exclude those for which holders
properly demanded appraisal under Delaware law and those held by Priceline or
Rhombus, Inc. (Priceline's wholly owned subsidiary that made the offer) or
held in treasury of OpenTable or by any of OpenTable's wholly owned
subsidiaries). Following completion of the merger, OpenTable shares will cease
to be traded on the NASDAQ Global Market, which is expected to take effect
OpenTable will continue to be headquartered in San Francisco, CA and will
operate as an independent business led by its current management team within
The Priceline Group.
Information About Forward-Looking Statements
This communication contains forward-looking statements. These forward-looking
statements reflect the views of The Priceline Group's management regarding
current expectations and projections about future events and the ability of
The Priceline Group to complete the transactions contemplated by the merger
agreement. 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 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; and the
other factors described in The Priceline Group'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 undertakes 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,
SOURCE The Priceline Group Inc.
Contact: For Press Information: Leslie Cafferty, 203-299-8128,
email@example.com, For Investor Relations: Matthew Tynan,
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