Filed by USA Interactive
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Ticketmaster
Commission File No. 0-25041
ON OCTOBER 10, 2002, USA INTERACTIVE AND TICKETMASTER DISSEMINATED THE FOLLOWING
PRESS RELEASE:
[USA INTERACTIVE LOGO] [TICKETMASTER LOGO]
*SEE IMPORTANT NOTES AT END OF RELEASE
USA INTERACTIVE AND TICKETMASTER
ANNOUNCE MERGER AGREEMENT
USA ENDING PROCESSES TO ACQUIRE 100% OF EXPEDIA AND HOTELS.COM
New York, NY and Los Angeles, CA - October 10, 2002 -- USA Interactive (Nasdaq:
USAI) and Ticketmaster (Nasdaq: TMCS) announced today that they have entered
into an agreement by which Ticketmaster would be merged with USA. The agreement
followed the unanimous recommendation of an independent Special Committee of the
Ticketmaster Board. USA, which is now the controlling shareholder and majority
owner of Ticketmaster, would acquire all Ticketmaster shares that it does not
presently own in a tax-free transaction.
Under the agreement, Ticketmaster shareholders would receive 0.935 of a share of
USA common stock for each share of Ticketmaster common stock that they own.
Based on the closing prices on October 9, this transaction values each
outstanding share of Ticketmaster at $15.17. This reflects a premium of 19.8%
based on the 20-day average of the ratios of Ticketmaster to USA stock prices
leading up to the last trading date before USA announced on June 3 its intention
to commence an exchange offer; and a premium of 19.2% based on the 20-day
average of the ratios of Ticketmaster to USA stock prices leading up to the
close of the market on October 9. USA would issue to Ticketmaster public
shareholders approximately 45.1 million shares upon the closing of the
transaction, which is anticipated by the end of the year.
USA Interactive also announced today that it is ending the ongoing processes to
acquire all of the publicly held shares of Expedia, Inc. and Hotels.com that it
does not now own. Those processes began in connection with USA's announcement on
June 3 that it intended to commence exchange offers or pursue transactions to
acquire all of the publicly held shares of Expedia and Hotels.com, as well as
Ticketmaster.
Barry Diller, Chairman and Chief Executive Officer of USA Interactive, said:
"When we began the process four months ago, we had said our goal was to simplify
our capital structure and consolidate our business operations...bringing
Ticketmaster, Match.com and Citysearch fully into USA is a productive step in
that direction. While we would have liked to reach the same result with Expedia
and Hotels.com, and have had collegial and positive discussions with each of
their Special Committees, we are convinced no transaction will be consummated at
this time. We remain committed to the principle of
simplification, but we believe it's in everyone's best interest to end the
formal process and get on with operating the businesses without distraction. No
one, however, should mistake our actions as any lessening of enthusiasm in
Travel as a key part of our future - notwithstanding today's unstable
international climate - our faith in the growth of interactive travel services
over the long term is complete.
"Over the next months, as we bring the Ticketmaster companies fully into USA, we
plan to appoint senior executives at USA to oversee the three principal areas of
our Company: Travel, Information and Services, and Electronic Retailing. We have
10 operating units overall, including 4 travel related services. As the
controlling shareholder of these businesses we intend to do everything we can to
provide for closer coordination and cooperation between them so that each of
these businesses can grow dramatically without being impeded by a less than
cohesive ownership structure (of course respecting the minority shareholders of
each entity).
"As to the senior management of Ticketmaster, we have complete confidence in
Terry Barnes and John Pleasants, and commensurate senior roles for both are very
much in our plans for the merged company."
Alan Spoon, Chairman of the Special Committee of the Ticketmaster Board, said:
"We are enthusiastic about the transaction and the value created for our
minority shareholders."
USA currently owns approximately 66.5% of the outstanding Ticketmaster stock and
controls approximately 93% of the combined voting power of the outstanding
shares of Ticketmaster common stock. An Information Statement will be mailed to
Ticketmaster shareholders, and the transaction, which is subject to customary
conditions, is expected to be completed in the fourth quarter of 2002.
ABOUT USA INTERACTIVE
USA Interactive (Nasdaq: USAI), via the Internet, the television and the
telephone, engages worldwide in the business of interactivity across electronic
retailing, travel services, ticketing services, personals services, local
information services and teleservices. USA is comprised of HSN; Expedia, Inc.
(Nasdaq: EXPE); Hotels.com (Nasdaq: ROOM); Interval International; TV Travel
Group; Ticketmaster (Nasdaq: TMCS), which operates Match.com and Citysearch;
Precision Response Corporation; Electronic Commerce Solutions; and Styleclick,
Inc. (OTCBB: IBUYA).
ABOUT TICKETMASTER
Ticketmaster (NASDAQ: TMCS), the world's leading ticketing and access company,
sold 86.7 million tickets in 2001 valued at more than $3.6 billion, through
approximately 3,300 retail Ticket Center outlets; 20 worldwide telephone call
centers; and ticketmaster.com. Ticketmaster serves more than 7,000 clients
worldwide and acts as the exclusive ticketing service for hundreds of leading
arenas, stadiums, performing arts venues, and theaters and is the official
ticketing provider and supporter of the Athens 2004 Olympic Games. The Company
also operates Match.com, a leading subscription-based online dating site,
Citysearch, a leading online local network enabling people to get the most out
of their city, and ReserveAmerica, the number one access point for outdoor
recreation. Headquartered in Los Angeles, California, Ticketmaster is majority
owned by USA Interactive (NASDAQ: USAI).
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements relating to our anticipated financial performance,
business prospects, new developments, new merchandising strategies and similar
matters, and/or statements preceded by, followed by or that include the words
"believes," "could," "expects," "anticipates," "estimates," "intends," "plans,"
"projects," "seeks," or similar expressions. These forward-looking statements
are necessarily estimates reflecting the best judgment of our senior management
and involve a number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward-looking statements.
These forward-looking statements are subject to risks, uncertainties and
assumptions that could have a material adverse effect on the proposed
transaction between USA and Ticketmaster and/or on our businesses, financial
condition or results of operations. You should understand that the following
important factors could affect our future results and could cause those results
to differ materially from those expressed in the forward-looking statements: (1)
the risk that USA's and Ticketmaster's businesses will not be integrated
successfully; (2) costs related to the proposed transaction; (3) material
adverse changes in economic conditions generally or in our markets or
industries; (4) future regulatory and legislative actions and conditions
affecting our operating areas; (5) competition from others; (6) successful
integration of our divisions' management structures; (7) product demand and
market acceptance; (8) the ability to protect proprietary information and
technology or to obtain necessary licenses on commercially reasonable terms; (9)
the ability to expand into and successfully operate in foreign markets; and (10)
obtaining and retaining skilled workers and key executives. In addition,
investors should consider the other information contained in or incorporated by
reference into USA's and Ticketmaster's filings with the U.S. Securities and
Exchange Commission (the "SEC"), including their Annual Reports on Form 10-K for
the fiscal year ended 2001, especially in the Management's Discussion and
Analysis section, their most recent Quarterly Reports on Form 10-Q and their
Current Reports on Form 8-K. Other unknown or unpredictable factors also could
have material adverse effects on our future results, performance or
achievements. In light of these risks, uncertainties, assumptions and factors,
the forward-looking events discussed in this press release may not occur. You
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date stated, or if no date is stated, as of the date
of this press release.
We are not under any obligation and do not intend to make publicly available any
update or other revisions to any of the forward-looking statements contained in
this press release to reflect circumstances existing after the date of this
press release or to reflect the
occurrence of future events even if experience or future events make it clear
that any expected results expressed or implied by those forward-looking
statements will not be realized.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction with Ticketmaster, USA will file a
registration statement with a prospectus, which also will contain an information
statement of Ticketmaster, with the SEC. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROSPECTUS AND INFORMATION STATEMENT CAREFULLY WHEN THEY
BECOME AVAILABLE BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free
copies of the prospectus and information statement, once available, and other
documents filed by USA and Ticketmaster with the SEC, at the SEC's web site at
WWW.SEC.GOV. Free copies of the prospectus and information statement, once
available, and other filings made by USA or Ticketmaster with the SEC, may also
be obtained from USA by directing a request to USA Interactive, 152 West 57th
Street, New York, New York 10019, Attention: Investor Relations.
# # #
CONTACTS:
Ron Sato, USA Interactive Corporate Communications, 212/314-7254;
Roger Clark/Lauren Rosenfield, USA Interactive Investor Relations, 212/314-7400;
Kandus Simpson, Ticketmaster, 213/639-8821