Summary
Expedia, Inc. has announced a definitive agreement to acquire HomeAway, Inc. through a stock and cash exchange offer. Expedia, through its subsidiary HMS 1 Inc., will offer $10.15 in cash and 0.2065 shares of Expedia common stock for each share of HomeAway common stock. This strategic move is aimed at expanding Expedia's vacation rental business. The transaction is subject to customary closing conditions, including regulatory approvals and a minimum tender of a majority of HomeAway's outstanding shares. The HomeAway board has recommended that its shareholders tender their shares.
Key Highlights
- 1Expedia to acquire HomeAway via an exchange offer for approximately $10.15 cash and 0.2065 Expedia shares per HomeAway share.
- 2The acquisition is expected to bolster Expedia's position in the vacation rental market.
- 3The transaction is structured as a two-step merger following a successful exchange offer.
- 4A minimum tender condition requires at least a majority of HomeAway's outstanding shares to be tendered.
- 5HomeAway's Board of Directors has recommended that its shareholders accept the offer.
- 6The agreement includes termination clauses, with HomeAway potentially paying a $138 million fee under specific circumstances.
- 7Regulatory approvals and HSR waiting period expiration are required for closing.
Frequently Asked Questions
The primary purpose is to significantly expand Expedia's presence and offerings in the rapidly growing vacation rental market by acquiring HomeAway, a leading platform in this segment.
HomeAway shareholders will receive $10.15 in cash and 0.2065 shares of Expedia's common stock for each share of HomeAway common stock they own. Cash will be provided in lieu of fractional shares.
Key conditions include the tender of at least a majority of HomeAway's outstanding shares, receipt of required regulatory approvals, and the expiration of the HSR waiting period. Expedia will also need to file a registration statement for the shares being issued.
The HomeAway Board of Directors has unanimously agreed to recommend that HomeAway shareholders accept the offer and tender their shares to Expedia.