NORWALK, Conn., May 9, 2013 /PRNewswire/ -- KAYAK Software
Corporation (NASDAQ: KYAK) ("KAYAK") and priceline.com Incorporated
(NASDAQ: PCLN) ("priceline.com") today announced that all necessary
regulatory approvals have been obtained and that the closing date
of the proposed merger of KAYAK with priceline.com has been
scheduled for May 21, 2013. In
accordance with the merger agreement, the election deadline for
KAYAK stockholders to specify the type of consideration they wish
to receive will be 5:00 pm, Eastern
Time on May 14, 2013, which is
the date that is 5 business days preceding the scheduled closing
date.
KAYAK stockholders should submit a properly completed election
form (previously provided to stockholders of record as of
January 24, 2013) to the exchange
agent by the election deadline. KAYAK stockholders, other
than stockholders of record, should contact their bank or broker to
make their election by the election deadline. 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 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.com 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) the length of time necessary to
consummate the proposed transaction may be longer than anticipated;
(2) 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; (3) the proposed
transaction may involve unexpected costs; (4) the businesses may
suffer as a result of uncertainty surrounding the proposed
transaction, including difficulties in maintaining relationships
with customers or retaining key employees; (5) the parties may be
unable to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction; or (6) the
industry may be subject to future risks that are described in the
"Risk Factors" section of priceline.com's and KAYAK's Annual
Reports 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 and
KAYAK'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; KAYAK