NORWALK, Conn., March 13, 2013 /PRNewswire/ -- KAYAK
Software Corporation (NASDAQ: KYAK) ("KAYAK") and priceline.com
Incorporated (NASDAQ: PCLN) ("priceline.com") today announced that
the parties have been informed by the UK Office of Fair Trading
("OFT") that the administrative deadline for the OFT's review
of the merger of KAYAK with priceline.com is expected to be
in May 2013.
The closing of the merger will take place once the remaining
conditions to closing (including the receipt of all required
regulatory approvals) have been satisfied. KAYAK and priceline.com
will announce the closing date of the proposed merger and the
election deadline for KAYAK stockholders to specify the type of
consideration they wish to receive once those dates have been set.
In accordance with the merger agreement, the election deadline will
be 5:00 pm on the date that is 5
business days preceding the closing date.
KAYAK stockholders should continue to use the election form
previously mailed. If a KAYAK stockholder has already
submitted a properly completed election form to the exchange agent
and wishes to change the election, that stockholder may resubmit a
new, properly completed election form to the exchange agent and the
previous election form will be disregarded. KAYAK stockholders who
have already submitted an election form and do not wish to make any
changes do not need to take any further action and the election
form already submitted to the exchange agent will be used.
KAYAK stockholders, other than stockholders of record, should
contact their bank or broker directly to make their election.
KAYAK stockholders who wish to obtain a new election form or have
any questions about the election form should contact KAYAK's
information agent, Georgeson, at the following address and phone
number: 199 Water Street, 26th Floor,
New York, NY 10038, (888) 293-6908 (Toll Free); Banks and
Brokerage Firms please call: (212) 440-9800.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking" statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to
priceline.com or KAYAK, the proposed merger of KAYAK with
priceline.com and KAYAK, OFT review and the election deadline for
KAYAK stockholders, involve risks and uncertainties that may cause
results to differ materially from those set forth in the
statements. These statements are based on current plans, estimates
and projections, and therefore, you are cautioned not to place
undue reliance on them. No forward-looking statement can be
guaranteed, and actual results may differ materially from those
projected. Priceline.com and KAYAK undertake no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise, except to the
extent required by law. Forward-looking statements are not
historical facts, but rather are based on current expectations,
estimates, assumptions and projections about the business and
future financial results of the online travel industry, and other
legal, regulatory and economic developments. Priceline and KAYAK
use words such as "anticipates," "believes," "plans," "expects,"
"projects," "future," "intends," "may," "will," "should," "could,"
"estimates," "predicts," "potential," "continue," "guidance," and
similar expressions to identify these forward-looking statements
that are intended to be covered by the safe harbor provisions of
the PSLRA. Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of
factors, including, but not limited to, those described in the
documents priceline.com and KAYAK have filed with the U.S.
Securities and Exchange Commission (the "SEC") as well as the
possibility that (1) priceline.com and KAYAK may be unable to
obtain regulatory approvals required for the proposed merger or may
be required to accept conditions that could reduce the anticipated
benefits of the merger as a condition to obtaining regulatory
approvals; (2) the length of time necessary to consummate the
proposed transaction may be longer than anticipated; (3) problems
may arise in successfully integrating the businesses of
priceline.com and KAYAK or such integration may be more difficult,
time-consuming or costly than expected; (4) the proposed
transaction may involve unexpected costs; (5) the businesses may
suffer as a result of uncertainty surrounding the proposed
transaction, including difficulties in maintaining relationships
with customers or retaining key employees; (6) the parties may be
unable to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction; or (7) the
industry may be subject to future risks that are described in the
"Risk Factors" section of priceline.com's Annual Report on Form
10-K, their respective Quarterly Reports on Form 10-Q, the
Registration Statement on Form S-4 (No. 333-185465) filed by
priceline.com in connection with the merger on February 1, 2013 (the "Registration Statement")
and other documents filed by either of them from time to time with
the SEC. Neither priceline.com nor KAYAK gives any assurance that
either priceline.com or KAYAK will achieve its expectations.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of priceline.com and KAYAK
described in the "Risk Factors" section in priceline.com's Annual
Report on Form 10-K, priceline.com's and KAYAK's Quarterly Reports
on Form 10-Q, the Registration Statement and other documents filed
by either of them from time to time with the SEC. All
forward-looking statements included in this document are based upon
information available to priceline.com and KAYAK on the date
hereof, and neither priceline.com nor KAYAK assumes any obligation
to update or revise any such forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
Additional Information and Where to Find It
This document relates to a proposed transaction between KAYAK
and priceline.com, which is the subject of the Registration
Statement and joint proxy statement/prospectus forming a part
thereof. This document is not a substitute for the Registration
Statement or any other documents that KAYAK or priceline.com may
file with the SEC or send to stockholders in connection with the
proposed transaction.
Investors and security holders are able to obtain free copies of
the Registration Statement and all other relevant documents filed
or that will be filed with the SEC by KAYAK or priceline.com
through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free
copies of the joint proxy statement/prospectus from KAYAK by
contacting KAYAK Software Corporation, 55 North Water Street, Suite
1, Norwalk, CT 06854, Attn:
Corporate Secretary or by calling (203) 899-3100.
SOURCE Priceline.com