Expedia To Acquire Liberty Expedia Holdings In All-Stock Transaction

Expedia Group (EXPE) and Liberty Expedia Holdings (LEXEA, LEXEB) announced that they have entered into a definitive agreement under which Expedia Group has agreed to acquire Liberty Expedia in an all-stock transaction.

Liberty Expedia's principal asset is approximately 23.9 million shares of Expedia Group, consisting of 11.1 million shares of Expedia Group common stock and 12.8 million shares of Expedia Group Class B common stock. Under the terms of the agreement, each holder of Liberty Expedia Series A common stock and Series B common stock will receive 0.360 of a share of Expedia Group common stock. As a result of this transaction, Expedia Group expects to retire, on a net basis, approximately 3.1 million shares, and former holders of Liberty Expedia common stock are expected to own, in the aggregate, shares of Expedia Group common stock representing approximately 14% of the total number of outstanding shares of Expedia Group common stock and Class B common stock, based on approximately 140 million shares of Expedia Group common stock and approximately 5.7 million shares of Expedia Group Class B common stock currently expected to be outstanding at the closing of the transaction. In connection with the acquisition, Barry Diller, Chairman and Senior Executive of Expedia Group, is expected to exchange up to 5.7 million shares of Expedia Group common stock for an equal number of shares of Expedia Group Class B common stock and enter into a new governance agreement regarding his ownership interest in Expedia Group.

As a result of the transaction, Diller will own approximately 29% of the voting power of the company, and Expedia Group will no longer be a controlled company under applicable Nasdaq rules. The Boards of Directors of both companies approved the transaction. Prior to executing the transaction agreements, the parties terminated the proxy swap arrangements that had been in place since Liberty Expedia's 2016 split-off from then-Liberty Interactive Corporation.

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