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Written communication relating to third party tender offer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

HOMEAWAY, INC.

(Name of Subject Company)

HOMEAWAY, INC.

(Name of Persons Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

43739Q100

(CUSIP Number of Class of Securities)

Brian H. Sharples

President and Chief Executive Officer

HomeAway, Inc.

1011 W. Fifth Street, Suite 300

Austin, Texas 78703

(512) 684-1100

(Name, address and telephone numbers of person authorized to receive notices and

communications on behalf of the persons filing statement)

With copies to:

Paul R. Tobias, Esq.

Robert T. Ishii, Esq.

Joseph M. Alcorta, Esq.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

900 South Capital of Texas Hwy

Las Cimas IV, Fifth Floor

Austin, TX 78746-5546

(512) 338-5400

On November 4, 2015, HomeAway, Inc. (HomeAway) and Expedia, Inc., a Delaware corporation (Expedia), issued a joint press release announcing the execution of an Agreement and Plan of Reorganization (the Merger Agreement), dated as of November 4, 2015, by and among HomeAway, Expedia and HMS 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Expedia (Purchaser). Pursuant to the Merger Agreement, Purchaser will commence an exchange offer (the Offer) to purchase any and all of the outstanding shares of HomeAway common stock. Following consummation of the Offer, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Purchaser will be merged with and into HomeAway (the First Merger), with HomeAway surviving the First Merger and (ii) immediately following the First Merger, HomeAway will be merged with and into Expedia (the Second Merger and together with the First Merger, the Mergers), with Expedia surviving the Second Merger.

This Schedule 14D-9 filing consists of the following documents related to the proposed Offer and Mergers:

1) Joint Press Release of HomeAway, Inc. and Expedia, Inc., dated November 4, 2015 (Exhibit 99.1);

2) Employee, customer and management Q&A, first used on November 4, 2015 (Exhibit 99.2);

3) Email sent to HomeAway employees, first used on November 4, 2015 (Exhibit 99.3);

4) Email sent to HomeAway customers, first used on November 4, 2015 (Exhibit 99.4); and

5) Email sent to HomeAway employees regarding communications, first used on November 4, 2015 (Exhibit 99.5).

The information set forth under Item 9.01 of the Current Report on Form 8-K filed by...


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