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| KYAK > SEC Filings for KYAK > Form 8-K on 22-Feb-2013 | All Recent SEC Filings |
22-Feb-2013
Regulation FD Disclosure
The Office of Fair Trading ("OFT") in the United Kingdom is going through a routine process inviting public comment on the proposed merger of KAYAK Software Corporation ("KAYAK") with priceline.com Incorporated ("priceline.com"). The OFT's deadline for comments is March 8, 2013. KAYAK is unable to anticipate at this time when the OFT's review will be concluded; KAYAK will announce the closing date of the proposed merger and the election deadline for KAYAK stockholders to specify the type of consideration they wish to receive once those dates have been set.
Cautionary Statement Regarding Forward Looking Statements
This communication contains "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, known as the PSLRA. These statements,
as they relate to priceline.com or KAYAK or the proposed merger and timing
between priceline.com and KAYAK, involve risks and uncertainties that may cause
results to differ materially from those set forth in the statements. These
statements are based on current plans, estimates and projections, and therefore,
you are cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ materially from those
projected. Priceline.com and KAYAK undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise, except to the extent required by law. Forward-looking
statements are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the business and
future financial results of the online travel industry, and other legal,
regulatory and economic developments. KAYAK uses words such as "anticipates,"
"believes," "plans," "expects," "projects," "future," "intends," "may," "will,"
"should," "could," "estimates," "predicts," "potential," "continue," "guidance,"
and similar expressions to identify these forward-looking statements that are
intended to be covered by the safe harbor provisions of the PSLRA. Actual
results could differ materially from the results contemplated by these
forward-looking statements due to a number of factors, including, but not
limited to, those described in the documents priceline.com and KAYAK have filed
with the U.S. Securities and Exchange Commission (the "SEC") as well as the
possibility that (1) priceline.com and KAYAK may be unable to obtain stockholder
or regulatory approvals required for the proposed merger or may be required to
accept conditions that could reduce the anticipated benefits of the merger as a
condition to obtaining regulatory approvals; (2) the length of time necessary to
consummate the proposed merger may be longer than anticipated; (3) problems may
arise in successfully integrating the businesses of priceline.com and KAYAK or
such integration may be more difficult, time-consuming or costly than expected;
(4) the proposed merger may involve unexpected costs; (5) the businesses may
suffer as a result of uncertainty surrounding the proposed merger, including
difficulties in maintaining relationships with customers or retaining key
employees; (6) the parties may be unable to meet expectations regarding the
timing, completion and accounting and tax treatments of the proposed merger; or
(7) the industry may be subject to future risks that are described in the "Risk
Factors" section in priceline.com's Annual Report on Form 10-K, their respective
Quarterly Reports on Form 10-Q, the definitive proxy statement/prospectus
referred to below and other documents filed from time to time with the SEC by
priceline.com and KAYAK. Neither priceline.com nor KAYAK gives any assurance
that either priceline.com or KAYAK will achieve its expectations.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of priceline.com and KAYAK described in the "Risk Factors" section in priceline.com's Annual Report on Form 10-K, their respective Quarterly Reports on Form 10-Q, the definitive proxy statement/prospectus referred to below and other documents filed by either of them from time to time with the SEC. All forward-looking statements included in this document are based upon information available to priceline.com and KAYAK on the date hereof, and neither priceline.com nor KAYAK assumes any obligation to update or revise any such forward-looking statements.
Priceline.com filed with the SEC a registration statement on Form S-4 and other relevant materials in connection with the proposed merger on February 1, 2013 and KAYAK and priceline filed the definitive proxy statement/prospectus in connection with the proposed merger with the SEC on February 4, 2013. The definitive proxy statement/prospectus has been mailed to KAYAK's stockholders. Before making any voting decisions, investors and security holders are urged to read the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed merger as they become available because they will contain important information about the proposed merger and related matters.
Investors and security holders will be able to obtain free copies of the
registration statement, the definitive proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by KAYAK or
priceline.com through the website maintained by the SEC at www.sec.gov. In
addition, investors and security holders will be able to obtain free copies of
the definitive proxy statement/prospectus from KAYAK by contacting KAYAK
Software Corporation, 55 North Water Street, Suite 1, Norwalk, CT 06854, Attn:
Corporate Secretary or by calling (203) 899-3100.
Participants in Solicitation
Priceline.com, KAYAK and their respective directors and executive officers may solicit proxies from KAYAK's stockholders in connection with the proposed merger. Information regarding KAYAK's directors and executive officers is contained in KAYAK's final prospectus for its initial public offering (File No. 333-170640), which was filed with the SEC on July 20, 2012. You can obtain a free copy of this document at the SEC's website at www.sec.gov or by accessing KAYAK's website at www.kayak.com and clicking on the "About" link and then clicking on the "Investor Relations" link and "SEC Filings". Additional information regarding the interests of those persons and other persons who may be deemed participants in the solicitation of proxies in connection with the proposed merger is included in the definitive proxy statement/prospectus described in the preceding paragraph. You may obtain free copies of this document as described in the preceding paragraph. Information regarding priceline.com's executive officers and directors is contained in priceline.com's definitive proxy statement filed with the SEC on April 24, 2012. You can obtain a free copy of this document at the SEC's website at www.sec.gov or by accessing priceline.com's website at www.priceline.com and clicking on the "Investor Relations" link and then clicking on the "Financial Information" link.
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