Summary
This filing is an amendment to a previous 8-K filing by priceline.com Incorporated (now Booking Holdings Inc.), originally filed on November 26, 2004. The amendment's purpose is to include the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, which were inadvertently omitted from the initial filing. The core of the filing pertains to the acquisition of Active Hotels Limited, a European online hotel reservation provider, by priceline.com's subsidiary, Priceline.com Holdco U.K. Limited. The acquisition was completed on September 21, 2004, with an additional 2% acquired on October 8, 2004, for a total cash consideration of £90 million (approximately $161 million).
Key Highlights
- 1Priceline.com Incorporated (now Booking Holdings Inc.) acquired Active Hotels Limited, a European online hotel reservation provider, for £90 million (approximately $161 million) in cash.
- 2The acquisition was completed on September 21, 2004, with full ownership achieved by October 8, 2004.
- 3The filing is an amendment to a prior 8-K to include omitted Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
- 4The company also incurred approximately $4 million in acquisition-related costs.
- 5A portion of Active Hotels' equity (2.3%) was sold to Active Hotels employees, with an additional 1.1% granted as restricted stock to key employees.
- 6The financial statements of Active Hotels Limited for the years ended December 31, 2003 and 2002, and for the six months ended June 30, 2004 and 2003, are included.
- 7Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2003, and the six months ended June 30, 2004, are provided to reflect the acquisition's impact.