Expedia, Inc. said it is planning to spin off TripAdvisor as separate company. Both Expedia, Inc. and TripAdvisor would then be publicly traded companies. Expedia, Inc. will continue to include the domestic and international operations of the company’s travel transaction brands, including Expedia.com, Hotels.com, eLong, Hotwire, Egencia, Expedia Affiliate Network, CruiseShipCenters, Venere, Classic Vacations and carrentals.com.
TripAdvisor will include the domestic and international operations associated with the TripAdvisor Media Group, which includes its flagship brand as well as 18 other travel media and advertising brands. Those brands (and websites) include www.tripadvisor.com, www.airfarewatchdog.com, www.bookingbuddy.com, www.cruisecritic.com, www.everytrail.com, www.familyvacationcritic.com, www.flipkey.com, www.holidaylettings.co.uk, www.holidaywatchdog.com, www.independenttraveler.com, www.onetime.com, www.seatguru.com, www.sniqueaway.com, www.smartertravel.com, www.travel-library.com, www.travelpod.com, www.virtualtourist.comand www.kuxun.cn.
Expedia Inc. said it anticipates the transaction will take the form of a distribution of stock for TripAdvisor to Expedia stockholders or a reclassification of Expedia stock, with the holders of Expedia stock receiving a proportionate amount of TripAdvisor stock. In either case, the company said the distribution would be a tax-free transaction. Expedia Inc. said it expected that its dual-class equity capital structure and the governance arrangements between Expedia Chairman Barry Diller and Liberty Media, a major shareholder, will be mirrored for TripAdvisor once the two companies are separated.
Expedia Inc. said the transaction is subject to a number of conditions including final approval by Expedia’s board of directors of transaction specifics. In addition, the company said it expects it will seek stockholder approval of the transaction. The proposed spin-off is expected to be completed in the third quarter of 2011. Expedia Inc. itself was spun off from Diller’s IAC Interactive in 2005. Diller’s IAC acquired a controlling interest in Expedia from Microsoft Inc. in 2002. For more information, visit www.expediainc.com.
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