NORWALK, CT and SAN FRANCISCO, CA – The Priceline Group Inc and OpenTable, Inc today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), in connection with The Priceline Group’s proposed acquisition of OpenTable, was terminated early on July 7, 2014, by the US Federal Trade Commission.
As previously announced on June 13, 2014, The Priceline Group and OpenTable have entered into a merger agreement under which The Priceline Group will acquire all of the outstanding shares of OpenTable for $103 per share in cash, without interest and less any required withholding taxes, with the transaction to be effected through a tender offer by The Priceline Group’s wholly owned subsidiary, Rhombus, Inc. The termination of the HSR waiting period satisfies one of the conditions to consummate the tender offer. Other conditions remain to be satisfied, including, among others, a minimum tender of at least a majority of outstanding OpenTable shares on a fully diluted basis.
The tender offer is scheduled to expire at midnight, New York City time, on July 24, 2014 (one minute after 11:59 p.m., New York City time on July 23, 2014), unless the tender offer is extended or earlier terminated in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and the merger agreement governing such offer and the related transactions.
