NEW YORK— Instead of trying to buy what it does not own of Expedia and Hotels.com, USA Interactive instead is acquiring all remaining shares of Ticketmaster. Following the unanimous recommendation of an independent Special Committee of the Ticketmaster Board, USA Interactive— which is now the controlling shareholder and majority owner of Ticketmaster— plans to acquire all Ticketmaster shares that it does not presently own in a tax-free transaction. Under the agreement, Ticketmaster shareholders would receive 0.935 of a share of USA Interactive common stock for each share of Ticketmaster common stock that they own. Based on the closing prices on October 9, this transaction values each outstanding share of Ticketmaster at $15.17. This reflects a premium of 19.8% based on the 20-day average of the ratios of Ticketmaster to USA Interactive stock prices leading up to the last trading date before USA Interactive announced on June 3 its intention to commence an exchange offer. In the process, USA Interactive also said it is no longer trying to acquire all of the publicly-held shares of Expedia and Hotels.com that it does not now own. Those processes began in connection with USA Interactive’s announcement on June 3 that it intended to commence exchange offers or pursue transactions to acquire all of the publicly held shares of Expedia and Hotels.com, as well as Ticketmaster. “When we began the process four months ago, we had said our goal was to simplify our capital structure and consolidate our business operations…bringing Ticketmaster, Match.com and Citysearch fully into USA is a productive step in that direction. While we would have liked to reach the same result with Expedia and Hotels.com, and have had collegial and positive discussions with each of their Special Committees, we are convinced no transaction will be consummated at this time. We remain committed to the principle of simplification, but we believe its in everyones best interest to end the formal process and get on with operating the businesses without distraction,” said Barry Diller, Chairman/CEO of USA Interactive, in a prepared statement. “No one, however, should mistake our actions as any lessening of enthusiasm in travel as a key part of our future— notwithstanding todays unstable international climate— our faith in the growth of interactive travel services over the long term is complete,” Diller said. Over the next months, as USA Interactive brings Ticketmaster companies fully into the fold, the company plans to appoint senior executives to oversee the three principal areas of the company: Travel, Information and Services, and Electronic Retailing, Diller said
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