Expedia, Inc. announced today that its stockholders overwhelmingly approved the spin-off of TripAdvisor, Inc. and the related proposals submitted at Expedia’s annual meeting of stockholders held earlier today, including the one-for-two reverse stock split proposal, the conversion of the outstanding shares of Expedia Series A preferred stock into the right to receive a fixed amount of cash pursuant to a merger, and various amendments to Expedia’s certificate of incorporation. The approval included a favorable vote by more than a majority of the non-management shares. Expedia® expects the transaction to close on or about December 20, 2011, including implementation of a one-for-two reverse stock split of Expedia stock immediately prior to the spin-off.
In addition, the proposals submitted to stockholders with respect to the re-election of all members of the Expedia board of directors, ratification of the appointment of Expedia’s independent auditor and the advisory vote on executive compensation were also approved, and stockholders recommended three years as the frequency with which advisory votes on executive compensation would be held. Expedia will file the final, certified vote results on a Current Report on Form 8-K when available.
The Nasdaq Global Market has advised Expedia that both TripAdvisor® common stock and Expedia common stock (on a post spin-off basis) will trade on a “when-issued” post-reverse stock split basis on Nasdaq under the symbols “TRIPV” and “EXPEV” respectively, from December 7, 2011 through the completion of the spin-off, which is currently expected to occur on or about December 20, 2011. During this period, Expedia common stock will continue regular way trading on Nasdaq under its existing symbol, “EXPE.” On the first trading day after the spin-off is completed, which trading day is currently expected to be on or about December 21, 2011, regular way trading will commence for TripAdvisor under the symbol “TRIP” and will continue for EXPE under the symbol “EXPE.”
Upon completion of the spin-off, Expedia will cease to have any ownership interest in TripAdvisor, and TripAdvisor will become an independent publicly traded company, with the stockholders of Expedia immediately prior to the spin-off holding all of the shares of TripAdvisor stock.
TripAdvisor, Inc. will be based in Newton, Massachusetts and Expedia, Inc. will remain headquartered in Bellevue, Washington.