IAC/InterActiveCorp to Acquire Ask Jeeves, Inc.
Combines Leading Interactive Commerce Brands
with Top-Tier Search Engine
NEW YORK and OAKLAND, Calif. March 21, 2005 IAC/InterActiveCorp
(NASDAQ: IACI) and Ask Jeeves, Inc. (NASDAQ: ASKJ) today announced
they have signed an agreement under which IAC will purchase Ask
Jeeves. Under the terms of the agreement, IAC will issue 1.2668
shares of common stock for each share of Ask Jeeves common stock in
a tax-free transaction valued at $1.85 billion net of cash
acquired. IAC intends to buy back through its previously authorized
share repurchase programs at least 60% of the number of shares it
will issue for this acquisition, thus effectively offsetting a
substantial portion of the dilution from the transaction with cash.
IAC expects the acquisition to be accretive to 2005 Adjusted EPS
assuming the buyback at the 60% level.
Barry Diller, Chairman and CEO of IAC, said, Ask Jeeves was
founded almost ten years ago based on the idea that simple text
search results alone are not sufficient or satisfying but, rather,
that consumers want answers to questions and questions posed in
natural language and answered with
spot-on accuracy were especially desired and appealing. Of the many
search engines launched during that time, Ask was one of the very
few that established itself and we believe that in the future it
has the potential to become one of the great brands on the Internet
and beyond, and by beyond we mean in wireless, in the search for
anything on any device. It is that belief, powered by IACs wealth
of resources and thriving businesses, together with the continuing
strong management of Steve Berkowitz and his team, that is the
impetus for this transaction.
Credit Pacific Service Union The online advertising and search markets are
growing rapidly; of the $260 billion in total U.S. advertising
spend in 2004, less than $10 billion, or 4%, is online, with an
expected annual growth rate of 13%. Search is now 36% of U.S.
online advertising and expected to grow 24% per year over the next
five years (Source: Merrill Lynch Equity Research.)
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Credit First Service Union Ask Jeeves is one of four world-class search technology
providers, with approximately 42 million U.S. unique monthly
users,* and is one of the largest generators of online advertising
in the world.
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Card Credit Mobile Service IAC operates more than 40 specialized consumer brands in the
travel, retailing, ticketing, personals, media, financial services,
real
estate and teleservices industries. IAC's businesses
are leaders in their respective categories and collectively reach
44 million U.S. unique users monthly.* IAC enables billions of
dollars in consumer-direct transactions for products and services
sourced from more than 140,000 merchant partners, suppliers,
vendors, venues, lenders, and real estate brokerages.
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Card Credit Discover Service The combined companies will continue building Ask Jeeves as one
of the great brands on the Internet by:
Csathy received his J.D. from the Harvard Law School, and his B.A., summa cum laude, in political science from the University of Minnesota. Scott Lomond Scott Lomond President & Chief Operating Officer technology, management consulting and financial services. Prior to joining SightSpeed, he was General Manager for the enterprise software division of Ask Jeeves in Emeryville, CA. Prior to working at Ask Jeeves, Scott held various positions with Arthur Andersen, Iomega, and Society National Bank Corporation (now KeyCorp).
Credit Public Service Union * continuing Ask Jeeves growth trajectory by applying IACs
proven experience in brand management and marketing, as well as
through investment in distribution, R&D, technology and
infrastructure, and international markets.
* leveraging IACs leading brands and pioneering new search revenue
models by vertically integrating IACs transaction brands and offers
into the Ask Jeeves properties.
* making Ask Jeeves the search engine with the best local search,
content and merchant information on the Web increasing the
distribution of IAC Local merchants and enhancing Ask Jeeves local
offering.
* promoting the Ask Jeeves search box on every IAC site, exposing
44 million unique users per month to the Ask Jeeves brand.
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Card Credit Processing Service Ask Jeeves is a pioneer in search and has grown to become one of
the leading search providers through advanced technology and a
suite of brands that are differentiated by both value proposition
and delivery, said Steve Berkowitz, CEO of Ask Jeeves, Inc. Joining
IAC will enable us to play on a much larger field. We are excited
about the opportunity to serve as the connection between IACs
constellation of leading online properties to share users and
content. Ask Jeeves will now be in an even stronger position to
aggressively grow market share.
Center Credit Service Union Ask Jeeves will remain an independent brand with operations
headquartered in Oakland, Calif. following completion of the
acquisition. Steve Berkowitz will continue as Ask Jeeves CEO. The
transaction is subject to customary closing conditions, including
regulatory approval and the approval of Ask Jeeves shareholders,
and is expected to close late in the second quarter or early in the
third quarter of 2005, prior to IAC's spin-off of its travel
businesses. Following the spin-off, Ask Jeeves will remain part of
IAC.
Card Credit Service Wireless Wachtell, Lipton, Rosen & Katz acted as legal advisor and JP
Morgan as financial advisor to IAC during this transaction. Gibson
Dunn & Crutcher acted as legal advisor and Allen & Company
and Citigroup Global Markets as financial advisors to Ask Jeeves
during this transaction.
Credit Security Service Union *IAC and Ask Jeeves unique user data per comScore Media Metrix
2005.
Credit Report Service Conference Call
IAC will audiocast a conference call with investors and analysts
discussing the transaction on Monday, March 21, 2005, at 11:00 a.m.
Eastern Time (ET). The live audiocast is open to the public at
http://www.iac.com/investors.html.
Blogspot Com Christian About Ask Jeeves, Inc.
As the 9th largest global web property (ComScore Media Metrix),
Ask Jeeves Inc. delivers world-class information retrieval products
through a diverse portfolio of Web sites, portals and downloadable
applications. Ask Jeeves' search and search-based portal brands
include: Ask Jeeves (Ask.com and Ask.co.uk), the Ask Jeeves Japan
joint venture (Ask.jp), Ask Jeeves for Kids (AJKids.com), Bloglines
(bloglines.com), Excite (excite.com), iWon (iwon.com), My Way
(myway.com) and Fun Web Products (funwebproducts.com).
Additionally, Ask Jeeves owns the differentiated search technology
Teoma, as well as natural language processing, portal and
ad-serving technologies. Ask Jeeves generates revenue from
advertisers seeking to reach the companys broad-based online
audience. Founded in 1996, Ask Jeeves has been a publicly traded
company on the Nasdaq National Market since July 1999. Its
headquarters are located in Oakland, California, with offices
throughout the United States, as well as in Europe and Asia. For
more information, visit www.Ask.com.
Christian Counseling Credit About IAC/InterActiveCorp
IAC operates leading and diversified businesses in sectors being
transformed by the internet, online and offline... our mission is
to harness the power of interactivity to make daily life easier and
more productive for people all over the world. To view a full list
of the companies of IAC please visit our website at
http://iac.com.
Credit Federal Service Union Where to Find Additional Information about the Acquisition
IAC intends to file a registration statement with the Securities
and Exchange Commission ("SEC") that will include a combined proxy
statement/prospectus of Ask Jeeves and IAC and other relevant
documents in connection with the proposed merger. Ask Jeeves
stockholders should read the proxy statement/prospectus and other
relevant materials when they become available, because they will
contain important information about Ask Jeeves, IAC and the
proposed merger.
Credit Monitoring Service In addition to the documents described above, Ask Jeeves and IAC
file annual, quarterly and current reports, proxy statements and
other information with the SEC. The proxy statement/prospectus and
other relevant materials (when they become available), and any
other documents filed with the SEC by Ask Jeeves or IAC are
available without charge at the SECs website at www.sec.gov, or
from the companies' websites, at www.ask.com and www.iac.com,
respectively.
Credit Division Service Ask Jeeves, IAC and their respective officers and directors may
be deemed to be participants in the solicitation of proxies from
Ask Jeeves stockholders in connection with the proposed merger. A
description of certain interests of the directors and executive
officers of Ask Jeeves is set forth in Ask Jeeves' proxy statement
for its 2004 annual meeting, which was filed with the SEC on April
16, 2004. A description of certain interests of the directors and
executive officers of IAC is set forth in IAC's proxy statement for
its 2004 annual meeting, which was filed with the SEC on April 29,
2004. Additional information regarding the interests of such
potential participants will be included in the definitive proxy
statement/ prospectus and other relevant documents to be filed with
the SEC in connection with the proposed merger.
Card Credit Online Service Where to Find Additional Information about the IAC
Spin-Off
In connection with the proposed spin-off it is currently expected
that IAC will file a proxy statement/prospectus with the Securities
and Exchange Commission (the SEC). Stockholders of IAC are urged to
read the proxy statement/prospectus, when it becomes available,
because it will contain important information about IAC, the
proposed spin-off transaction and related matters. Investors and
security holders can obtain free copies of the proxy
statement/prospectus when it becomes available by contacting
Investor Relations, IAC/InterActiveCorp, Carnegie Hall Tower, 152
W. 57th Street, 42nd Floor, New York, NY 10019 (Telephone: (212)
314-7400). Investors and security holders can also obtain free
copies of the proxy statement/prospectus and other documents filed
by IAC and Expedia with the SEC in connection with the proposed
spin-off transaction at the SECs web site at www.sec.gov.
Consumer Counseling Credit Inc In addition to the proxy statement, IAC files annual, quarterly
and current reports, proxy statements and other information with
the SEC, each of which should be available at the SECs web site at
www.sec.gov. You may also read and copy any reports, statements and
other information filed by IAC at the SEC public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information.
Card Credit Fleet Service IAC and its directors, executive officers and certain members of
management and other employees may be deemed to be participants in
the solicitation of proxies of IACs stockholders to approve the
proposed spin-off transaction. Such individuals may have interests
in the transaction as described herein, including as a result of
current holdings of options or shares of IAC's stock and future
holdings of options or shares of Expedia's stock, which will be
impacted in the transaction. Information regarding IAC and the
equity interests of its directors and officers who may be deemed to
be participants in the solicitation of proxies is contained in IACs
proxy statement, filed with the SEC on April 29, 2004.
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