What will KAYAK shareholders receive in the acquisition?

KAYAK shareholders will have the option to receive, for each share of KAYAK stock, either $40.00 in cash or a portion of priceline.com common stock. The amount of stock consideration is based on a specific exchange ratio tied to the 30-day average trading price of priceline.com stock, subject to a collar and a proration mechanism.

What are the conditions for the merger to be completed?

The consummation of the merger is subject to several conditions, including the approval of KAYAK stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, obtaining approvals from other competition authorities, the absence of any legal prohibitions, the listing of priceline.com shares on NASDAQ, and the effectiveness of priceline.com's Form S-4 registration statement.

Are there any provisions for alternative acquisition proposals for KAYAK?

Yes, KAYAK is subject to 'no-shop' restrictions that limit its ability to solicit alternative acquisition proposals. However, exceptions exist under certain circumstances that allow KAYAK's board to engage with unsolicited proposals if they are deemed superior and reasonably likely to be consummated. The agreement also includes 'match rights' for priceline.com and potential termination fees payable by KAYAK under specific scenarios.

BKNG 8-K: Material Agreements

Q: What is the primary purpose of this 8-K filing?

This 8-K filing announces the entry into a material definitive agreement by priceline.com Incorporated to acquire KAYAK Software Corporation through a merger. It provides key details about the transaction structure, consideration, and conditions for closing.

Summary

This 8-K filing by priceline.com Incorporated (now Booking Holdings Inc.) announces a significant material definitive agreement to acquire KAYAK Software Corporation through a merger. The acquisition is structured as a stock-and-cash deal, with KAYAK shareholders having the option to receive either $40 in cash or a portion of priceline.com stock, subject to proration and a collar mechanism on the stock price. This strategic move signals priceline.com's intent to expand its market presence and offerings in the online travel space by integrating KAYAK's metasearch capabilities. The filing outlines the key terms of the Merger Agreement, including the merger structure, consideration details, and conditions for closing, such as regulatory approvals (including HSR) and shareholder approvals. It also details potential termination fees and 'no-shop' provisions for KAYAK, along with cautionary statements regarding forward-looking information and the importance of reviewing the forthcoming registration statement and joint proxy statement/prospectus for comprehensive details.

Key Highlights

1Priceline.com Incorporated entered into an Agreement and Plan of Merger with KAYAK Software Corporation to acquire KAYAK.
2The acquisition will be structured as a merger where KAYAK will merge into a wholly-owned subsidiary of priceline.com.
3KAYAK shareholders will receive either $40 cash or a portion of priceline.com stock per share of KAYAK stock, at their election.
4The stock consideration is subject to a 30-day volume-weighted average price (VWAP) of priceline.com stock, with a 10% collar.
5A proration mechanism is in place to ensure approximately one-third of KAYAK shares are paid in cash and two-thirds in stock.
6The transaction is subject to customary closing conditions, including regulatory approvals (e.g., HSR Act) and KAYAK stockholder approval.
7KAYAK is subject to 'no-shop' restrictions, with provisions for termination fees under specific circumstances.

Booking Holdings Inc. 8-K Report, Material Agreement (Nov 9, 2012)

Summary

Key Highlights

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