EX-99.A(5)(D) 3 revisedfaq.htm revisedfaq.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit A(5)(D)

EXPEDIA, INC.

EMPLOYEE FREQUENTLY ASKED QUESTIONS

REGARDING THE TENDER OFFER

What action is Expedia    The company is offering to repurchase up to 30 million 
taking?    shares of its common stock at a price per share not less 
    than $18.50 and not greater than $22.00. The tender 
    offer commenced on December 11, 2006 and will end, 
    unless extended, at 5:00 p.m., New York City time, on 
    January 10, 2007. The company’s obligation to 
    purchase shares in the tender offer is subject to 
    conditions described in the tender offer documents. 
 
 
What will the purchase price    Expedia is offering to repurchase shares through a 
for the shares be?    modified “Dutch auction.” This means the purchase 
    price will be the lowest price at which, based on the 
    number of shares tendered and the prices specified by 
    the tendering stockholders, Expedia is able to purchase 
    30,000,000 shares, or such fewer number of shares as 
    are properly tendered and not properly withdrawn prior 
    to the expiration date. The purchase price will not be 
    greater than $22.00 nor less than $18.50 per share. 
    Expedia will pay this purchase price in cash, without 
    interest, for all the shares purchased under the tender 
    offer, even if some of the shares are tendered at a price 
    below the purchase price. 
 
 
Can employees participate in    Employees who are stockholders can participate in the 
the tender offer?    tender offer, except for our executive officers who 
    have advised the company that they do not intend to 
    participate in the tender offer. 
 
 
Has Expedia or the Board of    Our Board of Directors has approved the tender offer. 
Directors adopted a position    However, neither management nor the Board of 
on the tender offer?    Directors has made any recommendation to 
    stockholders, including employees, as to whether they 
    should tender or refrain from tendering their shares or 
    as to the price or prices at which they may choose to 
    tender their shares. You must make your own decision 
    as to whether to tender your shares and, if so, how 


    many shares to tender and the price or prices at which 
    you choose to tender your shares. In so doing, you 
    should read carefully the information in the offer to 
    purchase and in the letter of transmittal, including the 
    company’s reasons for making the tender offer. 
    Expedia’s directors and executive officers and Liberty 
    Media Corporation have advised the company that 
    they do not intend to tender any shares in the tender 
    offer. 
 
 
Why is the Expedia making    Expedia believes that the tender offer is a prudent use 
the tender offer?    of its financial resources given its business profile, 
    capital structure, assets and the current market price of 
    the shares, and that investing in its own shares is an 
    attractive use of capital and an efficient means to 
    provide value to its stockholders. The tender offer 
    represents the opportunity for Expedia to return cash to 
    stockholders who elect to tender their shares, while at 
    the same time increasing non-tendering stockholders’ 
    proportionate interest in Expedia.
     
 
Following the tender offer,    Yes. The completion of the tender offer in accordance 
will Expedia continue as a    with its terms and conditions will not cause Expedia’s 
public company?    shares to cease to be quoted on The Nasdaq Stock 
    Market or to stop being subject to the periodic 
    reporting requirements of the Securities Exchange Act 
of 1934, as amended.
 
 
How do I tender my shares?    The tender offer will expire at 5:00 p.m., New York 
    City time, on Wednesday, January 10, 2007, unless 
    Expedia extends the tender offer. All stockholders will 
    be mailed information beginning on or about 
    Wednesday, December 13, 2006. Information also can 
    be obtained by contacting MacKenzie Partners, Inc., 
    the company’s information agent, at 1-800-322-2885 
    (United States and Canada) or +212-929-5500 (all 
    other countries). If you hold your stock in a brokerage 
    account you should contact your broker. Participants 
    in the company’s 401(k) plan who hold stock in 
    Expedia will receive a communication directly from 
    Fidelity Investments. If you hold stock both 
    individually (including through a brokerage account) 


    and through the company’s 401(k) plan and you decide 
    to tender shares held in both manners, you will need to 
    take separate actions as to these shares. 
 
 
What if I do not want    If you do not wish to participate in the tender offer, 
to participate in the tender    you do not need to take any action. 
offer?     
 
 
Can I participate in the    Yes. Participants in the Expedia Retirement Savings 
tender offer if I hold shares    Plan (i.e. the 401(k) plan) who hold shares of Expedia 
through the Expedia    in their accounts will receive instruction forms which 
Retirement Savings Plan?    they may use to direct the trustee for the plan to tender 
    eligible shares held through their accounts. 
 
 
How do holders of stock    The tender offer only applies to issued shares of 
options for shares participate    Expedia common stock, therefore stock options may 
in the tender offer?    not be tendered. However, if you hold vested but 
    unexercised options, you may exercise such options in 
    accordance with the terms of the applicable stock 
    option plans and tender the shares received upon such 
    exercise in accordance with this tender offer. 
   

 

Employees should note that an exercise of a stock 

    option may not be revoked even if (a) the shares 
    acquired are tendered but are not purchased in the 
    tender offer or (b) the employee elects to revoke his or 
her tender of shares.
   

 

An employee who currently holds unvested options 

    may not exercise those options until they vest and thus 
    cannot tender the shares in the tender offer unless they 
    vest before the tender offer expires. 
 
 
How do holders of warrants    If you hold exercisable warrants for common stock, 
participate in the tender    you may exercise such warrants in accordance with the 
offer?    terms of the applicable warrant agreement and tender 
    the shares received upon such exercise in accordance 
    with this tender offer. You should note that an 
    exercise of a warrant may not be revoked even if (a) 
    the shares acquired are tendered but are not purchased 
    in the tender offer or (b) you elect to revoke your 
    tender of shares. 


 
Does this affect employee   Shares that have been issued as a result of vesting
Restricted Stock Units?    of Restricted Stock Units and held by an employee are
    eligible to participate in the tender offer. The process
    for tendering shares is contained in the tender offer
    documentation and instructions. Therefore unvested
    Restricted Stock Units that remain unvested through
    the expiration of the tender offer may not be tendered
    and are not affected by the tender offer. 
 
 
Will I have to pay brokerage    If you are a registered stockholder and you tender your 
commissions if I tender my    shares directly to the depositary, you will not incur any 
shares?    brokerage commissions. If you hold shares through a 
    broker or bank, we urge you to consult your broker or 
    bank to determine whether transaction costs are 
    applicable. 
 
 
What are the U.S. federal    Generally, you will be subject to U.S. federal income 
income tax consequences if I    taxation when you receive cash from us in exchange 
tender my shares?    for the shares you tender. In addition, the receipt of 
    cash for your tendered shares will be treated either as 
    (1) consideration received in respect of a sale or 
    exchange or (2) a distribution from us in respect of our 
    stock. 
 
 
Will I have to pay any stock    If you instruct the depositary in the letter of transmittal 
transfer tax if I tender my    to make the payment for the shares to the registered 
shares?    holder, you will not incur any stock transfer tax. 
 
 
Whom can I talk to if I have    The information agent can help answer your questions. 
questions?    The information agent is MacKenzie Partners, Inc. 
    You can call MacKenzie Partners, Inc. at 1-800-322- 
    2885 in the United States and Canada, and +212-929- 
    5500 for all other countries. 
 
 
This Q&A is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any 
shares of the company’s common stock. The solicitation and offer to buy the company’s common stock will only 
be made pursuant to the Offer to Purchase and related materials that the company sends to its stockholders. 
Stockholders should read those materials carefully because they contain important information, including 
the various terms and conditions of the tender offer. Stockholders may obtain copies of the Offer to 
Purchase, related materials filed by the company as part of the statement on Schedule “TO” and other 


documents filed with the Securities and Exchange Commission through the Commission’s internet address at http://www.sec.gov without charge. Stockholders and investors may also obtain a copy of these documents, as well as any other documents the company has filed with the Securities and Exchange Commission, without charge, from the company or at the Investor Relations section of the company’s website: www.expediainc.com/ir. Stockholders are urged to carefully read these materials prior to making any decision with respect to the offer. Stockholders and investors who have questions or need assistance may call MacKenzie Partners, Inc. at 1-800-322-2885 in the United States and Canada, and +212-929-5500 for all other countries.