Liberty Interactive Corporation (“Liberty”) (Nasdaq: LINTA,
LINTB, LVNTA, LVNTB) and TripAdvisor, Inc. (“TripAdvisor”) (Nasdaq:
TRIP) announced today that Liberty has purchased a total of
4,799,848 shares of common stock of TripAdvisor from Barry Diller
and The Diller-von Furstenberg Family Foundation at a price of
$62.50 per share. As part of the transaction, Mr. Diller’s right to
control the vote of the shares of TripAdvisor’s common stock and
Class B common stock that are beneficially owned by Liberty has
been terminated and Liberty now controls a majority voting stake in
TripAdvisor. Giving effect to the transactions, Liberty owns and
controls 18,159,752 shares of common stock and 12,799,999 shares of
Class B common stock of TripAdvisor, representing approximately 22%
of the equity and 57% of the total votes of all classes of
TripAdvisor common stock. Liberty has attributed the shares of
TripAdvisor common stock that it owns to its Liberty Ventures
tracking stock group.
Concurrently with the transaction, Mr. Diller resigned as
Chairman of the Board of Directors and as Senior Executive of
TripAdvisor, but will continue serving as a director of
TripAdvisor. TripAdvisor will make an announcement when the Board
of Directors has elected a new Chairman of the Board of
Directors.
“Ever since we acquired TripAdvisor in 2004 it's been one of the
smoothest and most trouble-free growth stories I've ever known,”
said Barry Diller. “During that time it grew from a startup with
$23 million in annual revenues to a $5 billion plus public company
with a global brand that operates the world's largest travel site.
Its great progress has happened because of the superb talents of
its co-founder and CEO, Steve Kaufer, and the team he leads. My
only reason for resigning as Chairman and disposing of my interests
is that I have more obligations than time and transferring control
of TripAdvisor to Liberty is something I'm very comfortable with –
Liberty has proven itself a fine steward and leader of its
controlled businesses.”
“It has been a pleasure to work with Barry and we appreciate his
outstanding leadership through the years. I thank him for his
numerous contributions and look forward to his continued
involvement with our Company as a member of our Board,” said Steve
Kaufer, co-founder and CEO of TripAdvisor. “Liberty has been an
important stockholder of ours and we look forward to continuing
this relationship in the future.”
“We are pleased to take voting control of our longstanding stake
in TripAdvisor,” said Greg Maffei, Liberty President and CEO.
“TripAdvisor is an established leader in the travel industry and
our increased investment in the company is a strong addition to our
portfolio.”
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those interests are
currently attributed to two tracking stock groups: Liberty
Interactive Group and Liberty Ventures Group. The Liberty
Interactive Group (Nasdaq: LINTA, LINTB) is primarily focused on
digital commerce and consists of Liberty Interactive Corporation’s
subsidiaries Backcountry.com, Bodybuilding.com, Celebrate
Interactive (including Evite and Liberty Advertising), CommerceHub,
MotoSport, Provide Commerce, QVC, Right Start, and Liberty
Interactive Corporation’s interests in HSN and Lockerz. The Liberty
Ventures Group (Nasdaq: LVNTA, LVNTB) consists of Liberty
Interactive Corporation’s non-consolidated assets, including
interests in AOL, Expedia, Interval Leisure Group, Time Warner,
Time Warner Cable, Tree.com (Lending Tree), TripAdvisor and various
green energy investments.
About TripAdvisor
TripAdvisor® is the world's largest travel site,* enabling
travelers to plan and have the perfect trip. TripAdvisor offers
trusted advice from real travelers and a wide variety of travel
choices and planning features with seamless links to booking tools.
TripAdvisor branded sites make up the largest travel community in
the world, with more than 60 million unique monthly visitors*, and
over 75 million reviews and opinions. The sites operate in 30
countries worldwide, including China under daodao.com.
TripAdvisor also includes TripAdvisor for Business, a dedicated
division that provides the tourism industry access to millions of
monthly TripAdvisor visitors.
TripAdvisor, Inc. (NASDAQ: TRIP) manages and operates websites
under 19 other travel media brands, and together the sites attract
more than 74 million unique monthly visitors.** TripAdvisor, Inc.'s
travel media brands include www.airfarewatchdog.com,
www.bookingbuddy.com, www.cruisecritic.com, www.everytrail.com,
www.familyvacationcritic.com, www.flipkey.com,
www.holidaylettings.co.uk, www.holidaywatchdog.com,
www.independenttraveler.com,
www.onetime.com, www.seatguru.com, www.sniqueaway.com,
www.smartertravel.com, www.tingo.com, www.travel-library.com,
www.travelpod.com, www.virtualtourist.com, www.whereivebeen.com,
and www.kuxun.cn.
*Source: comScore Media Metrix for TripAdvisor Sites, Worldwide,
July 2012
**Source: comScore Media Metrix for TripAdvisor,
Inc. and its subsidiaries, Worldwide, July 2012
©2012 TripAdvisor, Inc. All rights reserved.
Safe Harbor Statement
Statements in this press release regarding management’s future
expectations, beliefs, intentions, goals, strategies, plans or
prospects, including, without limitation, statements relating to
TripAdvisor, Liberty or the transactions described herein may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal
securities laws. Forward-looking statements can be identified by
terminology such as “anticipate,” “believe,” “could,” “could
increase the likelihood,” “estimate,” “expect,” “intend,” “is
planned,” “may,” “should,” “will,” “will enable,” “would be
expected,” “look forward,” “may provide,” “would” or similar terms,
variations of such terms or the negative of those terms. Investors
are cautioned that statements in this press release, which are not
strictly historical statements, including, without limitation, the
expected closing date, the expected leadership changes, and other
statements regarding management’s plans, objectives and strategies,
constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors including those risks, uncertainties and factors detailed
in Liberty’s and/or TripAdvisor’s filings with the Securities and
Exchange Commission. As a result of such risks, uncertainties and
factors, Liberty’s or TripAdvisor’s actual results may differ
materially from any future results, performance or achievements
discussed in or implied by the forward-looking statements contained
herein. Liberty and TripAdvisor are providing the information in
this press release as of this date and assumes no obligations to
update the information included in this press release or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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