UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2013
KAYAK Software Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001- 35604 | 54-2139807 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 55 North Water Street, Suite 1 Norwalk, CT 06854 |
06854 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 899-3100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On May 21, 2013, KAYAK Software Corporation (“KAYAK”) completed the merger contemplated by the Agreement and Plan of Merger (“Merger Agreement”), dated as of November 8, 2012, among KAYAK, priceline.com Incorporated (“priceline.com”), and Produce Merger Sub, Inc. (“Merger Sub”). Under the terms of the Merger Agreement, KAYAK has merged with and into Merger Sub, a wholly owned subsidiary of priceline.com, with Merger Sub continuing as the surviving corporation. Merger Sub has been renamed “KAYAK Software Corporation” (the “Surviving Corporation”). The Merger Agreement and the transactions contemplated thereby, including the merger, were approved by KAYAK’s board of directors and by its stockholders at a special meeting of the stockholders held on March 4, 2013.
At the effective time of the merger (the “Effective Time”) each outstanding share of KAYAK’s Class A and Class B common stock (collectively, the “KAYAK Common Stock”) was converted into the right to receive either (A) $40.00 in cash (the “Cash Consideration”) or (B) 0.05728 shares of priceline.com common stock (the “Stock Consideration”), in each case subject to the pro ration mechanism provided in the Merger Agreement, which operated to ensure that, overall, approximately 33 percent of the shares of KAYAK Common Stock outstanding at the Effective Time were converted into the right to receive the Cash Consideration and approximately 67 percent of the shares of KAYAK Common Stock outstanding at the Effective Time were converted into the right to receive the Stock Consideration.
Additionally, at the Effective Time, each outstanding and unexercised option to purchase a share of KAYAK Common Stock was converted automatically into an option to acquire shares of priceline.com common stock based on a conversion ratio provided for in the Merger Agreement. At the Effective Time, each outstanding KAYAK restricted stock unit (“RSU”) accelerated in full and was cancelled and entitled its holder to receive a cash amount equal to the cash consideration of $41.40 per RSU.
In connection with the merger, priceline.com issued approximately 1,519,717 shares of common stock and paid an aggregate of approximately $522.4 million in cash to the former KAYAK stockholders. Priceline.com funded the cash portion of the purchase price through cash on hand.
The foregoing summary of the transactions contemplated by the Merger Agreement thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to KAYAK’s Form 8-K filed with the Securities and Exchange Commission on November 9, 2012, which is incorporated herein by reference.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 21, 2013, in connection with the completion of the merger, KAYAK notified The NASDAQ Stock Market LLC (“NASDAQ”) that the merger had been completed, and requested that trading of KAYAK’s Class A common stock on NASDAQ be suspended prior to the opening of trading on May 21, 2013. In addition, on May 21, 2013, KAYAK requested that NASDAQ file with the Securities and Exchange Commission an application on Form 25 to delist KAYAK’s Class A common stock from NASDAQ and deregister KAYAK’s Class A common stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). KAYAK intends to file a certificate on Form 15 requesting that KAYAK’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 2.01 is incorporated herein by reference.
| Item 5.01. | Changes in Control of Registrant. |
The information set forth in Item 2.01 is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the completion of the merger, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. In connection with the merger, each of Daniel Stephen Hafner, Paul M. English, Joel E. Cutler, Terrell B. Jones, Michael Moritz, Hendrik W. Nelis, Brian H. Sharples, and Gregory S. Stanger ceased to be members of KAYAK’s board of directors.
Also in connection with the completion of the merger, the officers of KAYAK at the Effective Time shall continue in such capacity as the officers of the Surviving Corporation following the Effective Time.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time, KAYAK merged with and into Merger Sub with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of priceline.com. The certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time became the certificate of incorporation of the Surviving Corporation, except that Article I of the certificate of incorporation was amended to read in its entirety as follows: “The name of the Corporation is KAYAK Software Corporation.” The bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation.
| Item 8.01. | Other Events. |
On May 21, 2013, KAYAK and priceline.com issued a joint press release announcing the closing of the merger. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| EXHIBIT NO. |
DESCRIPTION | |
| 2.1 | Agreement and Plan of Merger, dated as of November 8, 2012, by and among KAYAK Software Corporation, priceline.com Incorporated and Produce Merger Sub, Inc. (filed as exhibit 2.1 to Current Report on Form 8-K filed on November 9, 2012, incorporated by reference). | |
| 99.1 | Joint Press Release, dated May 21, 2013, of KAYAK Software Corporation and priceline.com Incorporated announcing the closing of the merger. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KAYAK SOFTWARE CORPORATION | ||||||
| (Registrant) | ||||||
| Date: May 21, 2013 |
||||||
| /s/ Melissa Reiter Birge | ||||||
| (Signature) | ||||||
| Name: | Melissa Reiter Birge | |||||
| Title: | Chief Financial Officer and Treasurer | |||||
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION | |
| 2.1 | Agreement and Plan of Merger, dated as of November 8, 2012, by and among KAYAK Software Corporation, priceline.com Incorporated and Produce Merger Sub, Inc. (filed as exhibit 2.1 to Current Report on Form 8-K filed on November 9, 2012, incorporated by reference). | |
| 99.1 | Joint Press Release, dated May 21, 2013, of KAYAK Software Corporation and priceline.com Incorporated announcing the closing of the merger. | |
Exhibit 99.1
Priceline.com and KAYAK Announce Completion of Merger
NORWALK, Conn., May 21, 2013 – Priceline.com Incorporated (NASDAQ: PCLN) (“priceline.com”) and KAYAK Software Corporation (NASDAQ: KYAK) (“KAYAK”) today announced the successful completion of the acquisition of KAYAK by priceline.com. In accordance with the terms of the transaction as previously announced, KAYAK merged with and into a wholly-owned subsidiary of priceline.com. Priceline.com paid approximately $522.4 million in cash and issued approximately 1,519,717 shares of common stock in connection with the merger, in addition to assuming outstanding KAYAK stock options.
As previously announced, KAYAK will continue to operate as an independent brand within The Priceline Group.
“We are delighted to welcome KAYAK as the newest member of The Priceline Group,” said Jeffery H. Boyd, Chairman and Chief Executive Officer of The Priceline Group. “We look forward to working with the KAYAK team as they build their business and expand the international footprint of their great products.”
“We are excited to join the world’s premier online travel company,” said Steve Hafner, KAYAK Chief Executive Officer and Co-founder. “We believe that The Priceline Group’s expertise and worldwide reach will help us expand our business globally.” Paul English, KAYAK Chief Technology Officer and Co-founder added, “Our focus will remain creating the best place for travelers to plan and book their travel and providing an effective marketing channel for travel suppliers and online travel agencies.”
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 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. Neither priceline.com nor KAYAK gives any assurance that either priceline.com or KAYAK will achieve its expectations, 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. Priceline.com and KAYAK use 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 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, that the parties may not realize the expected benefits of the merger or that future risks could arise.
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 and KAYAK’s Annual Report on Form 10-K, priceline.com’s and KAYAK’s Quarterly Reports on Form 10-Q, the Registration Statement on Form S-4 (No. 333-185465) filed by priceline.com in connection with the merger on February 1, 2013 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. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
About The Priceline Group
The Priceline Group (Nasdaq: PCLN) is a leader in global online hotel reservations. The Priceline Group is composed of five primary brands—Booking.com, priceline.com, Agoda.com, KAYAK and rentalcars.com, and several ancillary brands. The Priceline Group provides online travel services in over 180 countries and territories in Europe, North America, South America, the Asia-Pacific region, the Middle East and Africa.
Booking.com is the number one online hotel reservation service in the world, offering over 295,000 hotels and accommodations (as of May 3, 2013), and is available in 41 languages. More recent counts are available on the Booking.com website. Priceline.com gives leisure travelers multiple ways to save on their airline tickets, hotel rooms, rental cars, vacation packages and cruises. In addition to getting compelling published prices, travelers can take advantage of priceline.com’s famous Name Your Own Price® service, which can deliver the lowest prices available, or the recently added Express DealsSM, where travelers can take advantage of hotel discounts without bidding. Agoda.com is an Asia-based online hotel reservation service that is available in 38 languages. Rentalcars.com is a multinational rental car service, offering its reservation services in over 6,000 locations and providing customer support in 40 languages. KAYAK’s websites and mobile apps allow people to easily compare information from hundreds of travel sites at once.
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For Press Information: Brian Ek (203) 299-8167 brian.ek@priceline.com
For Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@priceline.com