Priceline Group successfully completes OpenTable tender offer

NORWALK, CT – The Priceline Group Inc today announced that it has successfully completed its previously announced tender offer to purchase all outstanding shares of common stock of OpenTable, Inc for $103.00 per share in cash. As announced on June 12, the all cash transaction is valued at $2.6 billion. The tender offer expired at 12:00 midnight, Eastern Standard Time, on July 24, 2014. The Priceline Group expects to complete the acquisition of OpenTable later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.

“OpenTable is a premium online brand with significant global potential and we couldn’t be more excited to welcome the team to The Priceline Group family,” said Darren Huston, President & CEO of the Group. “We look forward to supporting OpenTable’s growth, through both enriched restaurant partnerships and innovative experiences for our collective customers.”

As of the expiration of the tender offer, approximately 16,080,069 shares were validly tendered and not withdrawn in the tender offer, representing 61.56 percent of OpenTable’s outstanding shares, according to the depositary. The condition to the tender offer that a majority of OpenTable’s outstanding shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied. As a result, Priceline has accepted for payment and will promptly pay for all validly tendered shares. The depositary has also informed Priceline that Notices of Guaranteed Delivery have been delivered with respect to 2,076,460 additional shares, representing approximately 7.95 percent of OpenTable’s currently outstanding shares.

As a result of the merger, all remaining eligible OpenTable shares will be converted into the right to receive $103.00 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer (eligible shares exclude those for which holders properly demanded appraisal under Delaware law and those held by Priceline or Rhombus, Inc. (Priceline’s wholly owned subsidiary that made the offer) or held in treasury of OpenTable or by any of OpenTable’s wholly owned subsidiaries). Following completion of the merger, OpenTable shares will cease to be traded on the NASDAQ Global Market, which is expected to take effect later today.

OpenTable will continue to be headquartered in San Francisco, CA and will operate as an independent business led by its current management team within The Priceline Group.