SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment
No. 5 to
Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Expedia, Inc.
(Name of Subject Company (Issuer))
Expedia, Inc.
(Name of Filing
Person (Offeror/Issuer))
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
30212P105
(CUSIP Number of Class of Securities)
Burke F. Norton, Esq.
Executive Vice President, General Counsel and Secretary
Expedia, Inc.
3150 139th Avenue S.E.
Bellevue, WA 98005
Telephone: (425) 679-7200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee** |
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$3,499,999,950
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107,450 |
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Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule
0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was
calculated by multiplying 116,666,665 (the maximum number of shares
originally sought to be repurchased) by the maximum possible tender offer price of $30.00 per share. |
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The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities
Exchange Act of 1934, as amended, equals $30.70 per million of the value of the transaction. |
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount
Previously Paid: $107,450
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Filing Party: Expedia, Inc. |
Form
or Registration No.: Schedule TO
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Date Filed: June 29, 2007 |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
Amendment
No. 5 to Schedule TO
This
Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO
originally filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2007
(the “Schedule TO”) by Expedia, Inc., a Delaware corporation (“Expedia”), as amended by Amendment
No. 1 to Schedule TO filed with the Commission on June 29, 2007, Amendment No. 2 to Schedule TO
filed with the Commission on July 23, 2007, Amendment No. 3 to Schedule TO filed with the
Commission on July 25, 2007 and Amendment No. 4 to Schedule
TO filed with the Commission on August 2, 2007, relating to the tender offer by Expedia pursuant to which Expedia is
offering to purchase for cash up to 25,000,000 shares of Expedia’s common stock, par value $.001
per share (“Shares”), at a price determined by Expedia of not more than $30.00 nor less than $27.50
per Share, net to the seller in cash, without interest. The offer to purchase is made upon the
terms and subject to the conditions set forth in the offer to purchase, dated June 29, 2007 (the
“Offer to Purchase”), the related letter of transmittal (the “Letter of Transmittal”), and the
supplement to the Offer to Purchase, dated July 25, 2007 (the “Supplement”), which together, as
each may be amended or supplemented from time to time, constitute the “Offer.”
This
Amendment No. 5 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of
the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase, the Letter of
Transmittal and the Supplement were previously filed with the Schedule TO as Exhibits (a)(1)(A),
(a)(1)(B) and (a)(1)(H), respectively. The information in the Offer to Purchase and the Supplement
is incorporated into this Amendment No. 5 to the Schedule TO by reference in response to all of the
applicable items in the Schedule TO, except that such information is hereby amended and
supplemented as provided herein.
Item 10.
Financial Statements.
(a) Financial
Information. On August 3, 2007, Expedia filed its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 (the
“second quarter 10-Q”). The financial information included
in Part I (beginning on page 2) of the second quarter 10-Q
is incorporated herein by reference.
Item 11. Additional Information.
(b) Other
Material Information. The second quarter 10-Q filed by Expedia on
August 3, 2007 is incorporated herein by reference.