Expedia Group Inc. (NasdaqGS:EXPE) (‘Expedia') made a proposal to acquire Liberty Expedia Holdings Inc. (NasdaqGS:LEXE.A) (‘Liberty') from John C. Malone, T. Rowe Price Associates, Inc., Dimensional Fund Advisors L.P., The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and other shareholders for $2.4 billion on February 1, 2019. The consideration includes a possible exchange ratio of 0.347 of a share of Expedia common stock for each outstanding Liberty Series A and Series B share, subject to the negotiation of mutually acceptable transaction agreements. On April 15, 2019, Expedia and Liberty entered into a definitive agreement whereby Expedia will acquire Liberty in an all-stock transaction for a revised consideration of approximately $2.6 billion. Each holder of Liberty Series A common stock and Series B common stock will receive 0.36 of a share of Expedia common stock. Each outstanding Liberty stock option will be cancelled and converted into the right to receive 0.36 of an Expedia share in respect of each share subject to such option after deducting a number of shares sufficient to cover the aggregate option exercise price, less applicable tax withholding. Each outstanding restricted stock award and restricted stock unit award of Liberty will be cancelled and converted into the right to receive 0.36 of a common share of Expedia. As of June 5, 2019, the method of settlement of the stock options has been changed to cash and will no longer receive shares as consideration. As a result of the transaction, Expedia expects to retire, on a net basis, approximately 3.1 million shares, and former holders of Liberty common stock are expected to own, in the aggregate, a 14% stake in Expedia. In connection with the transaction, Barry Diller, Chairman and Senior Executive of Expedia, and his family foundation will exchange up to 5.7 million shares of Expedia common stock for an equal number of shares of Expedia Class B common stock and enter into a new governance agreement regarding his ownership interest in Expedia. As a result, Barry Diller will own approximately 29% of the voting power of Expedia, and Expedia will no longer be a controlled company under applicable NASDAQ rules. The new governance agreement will include rights to increase his holdings in Class B common stock, subject to certain restrictions and circumstances under which these additionally acquired shares of Class B common stock automatically convert into Expedia common stock. Prior to executing the transaction agreements, the parties terminated the proxy swap arrangements that had been in place since Liberty's 2016 split-off from then-Liberty Interactive Corporation. Liberty may be required to pay Expedia a fee of $72 million in the event of termination of the transaction under certain circumstances.

All Liberty nominees to Expedia Board of Directors will step down at closing. The transaction is subject to the completion of the stock exchange by Barry Diller of his common shares, approval by holders of a majority of the aggregate voting power of Liberty common stock, receipt of any applicable regulatory approvals, any required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval for listing of consideration shares on the NASDAQ Global Select Market, the effectiveness under the Securities Act of 1933 of a registration statement on Form S-4 with respect to such shares and the delivery of an opinion by Skadden, Arps, Slate, Meagher & Flom LLP (‘Skadden') to Liberty to the effect that the transaction will not impact the tax treatment of the November 4, 2016 split off of Liberty. The transaction was unanimously recommended to the Expedia Board for approval by a special committee composed of independent, disinterested directors. The Liberty Board unanimously recommended that its stockholders vote in favor of the transaction. The Boards of Directors of both companies approved the transaction. John C. Malone, the Chairman of the Board of Liberty, and his wife have agreed to vote shares beneficially owned by them, representing approximately 32% of the aggregate voting power of Liberty, in favor of the transaction. A special meeting of stockholders of Liberty Expedia Holdings, Inc. will be held on July 26, 2019, to seek approval for transaction. The companies expect the transaction to close in the summer of 2019. As on May 1, 2019, the transaction is expected to be completed in the third quarter of 2019.

Andrew J. Nussbaum, Edward J. Lee, Nancy B. Greenbaum, Franco Castelli, Adam J. Shapiro, Joshua A. Feltman, Jodi J. Schwartz, Tijana J. Dvornic and Pamela E. Ehrenkranz of Wachtell, Lipton, Rosen & Katz LLP served as legal advisors to Expedia and Barry Diller's family foundation. Steven D. Miller from Sherman & Howard LLC served as legal advisors to John Malone. David Rievman, William Alexander, Michael Cardella, Michael Hoffman and Thomas Wood of Skadden acted as legal advisors to Liberty. Lawrence Chu, Dan Lee, James Butcher, Kevin Hagedorn and Jim Roney of Moelis & Company LLC served as the financial advisor and provided a fairness opinion to Liberty. Moelis will receive a fee of $2 million in the aggregate, $1 million of which was paid in connection with the delivery of the opinion and the remainder of which is contingent upon consummation of the merger. In addition to this, Liberty Expedia will pay a retainer fee of $0.25 million quarterly, in the event Moelis is requested to commit additional time and resources. Renee L. Wilm, Frederick H. McGrath, Samantha Crispin, Brittany Uthoff, Tamar Stanley, Matt Donnelly, Paul Cuomo, Rob Fowler, Buzz McGrath, Beverly Reyes, Justin Blass, Andrew Hwang, Sumair Sangha, Emilie Heck, Jon Lobb, Peter Farrell, Michael Bodosky, David Cardwell, Matt Adler, Gabriela Alvarez, Robert Wann, Sarah Christian and Grace Matthews of Baker Botts LLP served as legal advisors to Liberty. PJT Partners, LP acted as financial advisor to Expedia. Robert B.Schumer and Steven J. Williams of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Expedia. D.F. King & Co., Inc. acted as information agent to Liberty for a fee of approximately $7,500 and Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to Liberty.

Expedia Group Inc. (NasdaqGS:EXPE) completed the acquisition of Liberty Expedia Holdings Inc. (NasdaqGS:LEXE.A) from John C. Malone, T. Rowe Price Associates, Inc., Dimensional Fund Advisors L.P., The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and other shareholders on July 26, 2019. In connection with the transaction, Barry Diller, Chairman and Senior Executive of Expedia Group, and his family foundation, exchanged shares of common stock of Expedia Group for shares of Expedia Group Class B common stock held by Liberty Expedia. Barry Diller and his family foundation remain the largest voting shareholder of Expedia Group, owning shares representing approximately 28% of the total voting power of Expedia Group. Following the close of the transaction, Expedia Group will reduce its share count by approximately 3.1 million shares and will no longer be a controlled company under applicable NASDAQ rules. Liberty Expedia common stock will no longer be traded on NASDAQ effective immediately. In connection with the closing, the nominees of Liberty Expedia to the Board of Directors of Expedia Group, namely, Courtnee A. Chun, Pamela L. Coe and Christopher W. Shean, have stepped down. As of July 26, 2019, the shareholders of Liberty Expedia approved the transaction.