BELLEVUE, WA, Jan. 31, 2000 – Expedia™, Inc. (Nasdaq: EXPE) today announced it has agreed to acquire two leading players in the Internet lodging industry, Travelscape.com, Inc. and VacationSpot.com, Inc. The acquisitions firmly position Expedia as the leader in Internet lodging with 65,000 lodging properties worldwide, guaranteed lowest hotel rates in 240 cities, and a combined run rate of approximately 2 million room nights per year. With these acquisitions, Expedia is strongly poised to address the $230-billion worldwide lodging market and build out the Expedia® Global Travel Marketplace.
In the two separate transactions, Expedia, Inc. has agreed to acquire:
Travelscape.com, Inc.—the leading branded Internet hotel consolidator with discounted rate contracts at over 1,200 hotels in 240 cities worldwide, operating the Travelscape.com (http://www.travelscape.com/) and LVRS.com (Las Vegas Reservations Systems) (http://www.LVRS.com/) Web sites. By contracting with hotel properties for inventory at wholesale prices, the company is able to offer guaranteed lowest prices and discounts of up to 70%. Travelscape.com also offers savings on a wide variety of air and hotel packages.
VacationSpot.com, Inc.—the leading reservation network for vacation homes, rental condos, inns, and bed-and-breakfasts around the world, operating the VacationSpot.com (http://www.vacationspot.com/) and Rent-a-Holiday.com (http://www.rent-a-holiday.com/) Web sites. The company's Web sites offer over 25,000 unique properties in more than 4,000 vacation destinations and more than 100 countries worldwide. VacationSpot.com offers property managers and owners several easy ways to use the Internet to make their inventory easily bookable online.
“The combination of the broad and unique selection of getaways from VacationSpot.com, discounted hotel rates from Travelscape.com, and the Expedia hotel directory creates the largest and most compelling lodging offering on the Internet,” said Richard Barton, president and CEO of Expedia, Inc. “The goal of the Expedia Global Travel Marketplace is to bring everything travel to everyone everywhere. We're really excited by the progress these acquisitions make towards achieving our goal of providing the widest possible selection of worldwide lodging options to our customers. Expedia customers will be able to access a broad range of options, from a villa in Tuscany to a suite at the Mandalay Bay Resort in Las Vegas.”
Travelscape.com operates as a consolidator, allowing it to set prices and control margins while ensuring that its customers benefit by being able to obtain guaranteed lowest hotel rates. “Travelscape.com helps customers get the best rates and helps suppliers fill their rooms,” said Tim Poster, Travelscape.com, Inc. co-founder and chairman. “The success of our model has allowed us to expand from our Las Vegas roots into 240 cities worldwide. Combining our supply with Expedia's demand means we can extend this success and provide even greater value to our suppliers.”
VacationSpot.com has developed a range of technologies that allow small lodging suppliers to use the Internet to make their properties available for online booking. “VacationSpot.com has been focused on developing tools to wire up the millions of unwired properties in the highly fragmented lodging industry,” said Steve Murch, founder and CEO of VacationSpot.com, Inc. “Within Expedia, our value proposition to small lodging suppliers becomes even more powerful, as we offer them the opportunity to make their inventory available in Expedia Global Travel Marketplace.”
The combined companies' pro forma revenues were approximately $69 million for calendar 1999 and approximately $27 million for the quarter ended December 31, 1999. Pro forma gross profits were approximately $14 million in calendar 1999 and approximately $5 million in the December quarter. Pro forma operating loss prior to non-cash stock option compensation expense for the two entities was approximately $25 million for calendar 1999 and approximately $6 million for the quarter ended December 31st. Pro forma net loss for the combined entities was $28 million for calendar 1999 and $7 million for the December quarter.
Expedia, Inc. will issue approximately 2.6 million shares and options, valued at approximately $82 million, in exchange for all of the outstanding shares, options, and warrants of VacationSpot.com, Inc. As of December 31, 1999, VacationSpot.com, Inc. had a cash position of approximately $10 million. Expedia, Inc. will issue approximately 3.0 million shares, options, and warrants, valued at approximately $95 million, in exchange for all outstanding shares, options, and warrants of Travelscape.com, Inc. Expedia, Inc. is also assuming long-term debt of approximately $8 million as part of the transaction. As of December 31, 1999, Travelscape.com, Inc. had a cash position of approximately $4 million. Expedia, Inc. expects to incur total transaction expenses of approximately $4 million in connection with these acquisitions. The valuations referenced are based on Expedia's average closing price for the five days ending January 28, 2000.
The company expects to account for the transactions under the purchase method of accounting. The transactions are subject to customary closing conditions, including shareholder approval and expiration of the applicable waiting periods under the Hart-Scott-Rodino Act of 1976. The Travelscape.com transaction is also subject to collar provisions that may result in an adjustment to the consideration or termination of the transaction. All shares to be issued in the transactions will be unregistered.
Travelscape.com accounts for most of its revenues on a “merchant of record” basis, recognizing as revenue the entire amount of hotel rooms sold rather than a commission. For this reason, Expedia, Inc. management expects that revenues for Expedia, Inc. will climb substantially in future quarters once the Travelscape.com acquisition is completed.
About Expedia, Inc.
Expedia, Inc. (Nasdaq: EXPE) operates the Expedia.com™ online travel service in the United States with localized versions for travelers in Canada, Germany, and the United Kingdom. To help customers Travel Right, Expedia provides the best combination of air, car, and hotel booking, vacation package and cruise offers, destination information, and point-to-point mapping. According to Media Metrix, Expedia.com was the most-visited travel Web site in each of the nine months through December 1999.
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