Expedia Group To Acquire Liberty Expedia In All-stock Deal - Quick Facts

(RTTNews) - Online travel company Expedia Group, Inc. (EXPE) has agreed to acquire Liberty Expedia Holdings, Inc. (LEXEA, LEXEB) in an all-stock transaction, the two companies said Tuesday.

Liberty Expedia's principal asset is about 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 and Series B common stock will receive 0.360 of a share of Expedia Group common stock.

The two companies expect the transaction to close in the summer of 2019, at which point all Liberty Expedia nominees to the Expedia Group board of directors would step down.

As a result of this transaction, Expedia said it expects to retire about 3.1 million shares on a net basis, while former holders of Liberty Expedia common stock are expected to own about 14 percent of the total number of outstanding shares of Expedia Group common stock and Class B common stock.

This is based on about 140 million shares of Expedia Group common stock and about 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, Expedia's Chairman and Senior Executive Barry Diller is expected to exchange up to 5.7 million shares of Expedia common stock for an equal number of shares of Expedia Class B common stock. He is also expected to enter into a new governance agreement regarding his ownership interest in Expedia Group.

Following the transaction, Diller will own about 29 percent of the voting power of the company, and Expedia will no longer be a controlled company under applicable Nasdaq rules.

The boards of directors of both companies have approved the transaction, which is subject to the completion of the Diller Exchange as well as approval by holders of a majority of the aggregate voting power of the Liberty Expedia common stock.

Liberty Expedia said it's board of directors has unanimously recommended that its stockholders vote in favor of the transaction.

In addition, John Malone, the Chairman of the Board of Liberty Expedia, and his wife have agreed to vote shares beneficially owned by them, representing about 32 percent of the aggregate voting power of Liberty Expedia, in favor of the transaction.