Bellevue-based Expedia Group announced it is acquiring Liberty Expedia Holdings and explained how the acquisition will affect Liberty Expedia stock holders.
Liberty Expedia Holdings’ principal asset is approximately 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. Expedia Group will acquire Liberty Expedia Holdings in an all-stock transaction.
Under the terms of the agreement, each holder of Liberty Expedia Series A common stock and Series B common stock will receive 0.360 of a share of Expedia Group common stock. Expedia Group expects to retire about 3.1 million shares on a net basis.
Former holders of Liberty Expedia common stock are expected to own shares of Expedia Group common stock, in aggregate, making up about 14 percent of the total number of outstanding shares of Expedia Group common stock and Class B common stock, based on about 140 million shares of Expedia Group common stock and about 5.7 million shares of Expedia Group Class B common stock that is expected to be outstanding when the transaction closes.
Expedia Group Chairman and Senior Executive Barry Diller is expected to exchange up to 5.7 million shares of Expedia Group common stock for an equal number of shares of Expedia Group Class B common stock. He is also expected to enter into a new governance agreement regarding his ownership interest in Expedia Group.
Diller will own about 29 percent of the company’s voting power and Expedia Group will no longer be a controlled company under applicable Nasdaq rules.
The transaction is expected to close in the summer of 2019. At that time, all Liberty Expedia nominees to the Expedia Group Board of Directors would step down.