EX-99
4
exhibit991.txt
EXHIBIT 99.1
Exhibit 99.1
IAC COMPLETES ACQUISITION OF ASK JEEVES
NEW YORK, NEW YORK AND OAKLAND, CALIFORNIA - JULY 19, 2005 - IAC/InterActiveCorp
(Nasdaq: IACI) today announced the successful completion of its acquisition of
Ask Jeeves, a leading provider of information retrieval technologies, brands and
Internet advertising services.
Under the terms of the merger agreement each share of Ask Jeeves common stock
was converted into the right to receive 1.2668 shares of IAC common stock, and
options to purchase Ask Jeeves common stock were converted into options to
acquire IAC common stock. In addition, in connection with the transaction, IAC
has irrevocably and unconditionally guaranteed Ask Jeeves' outstanding
convertible subordinated notes due 2008; these notes are now convertible into
shares of IAC common stock in accordance with their terms.
In the transaction, IAC has issued approximately 74.8 million shares of IAC
common stock in respect of Ask Jeeves' outstanding stock, and expects to issue
approximately 13.2 million additional shares in respect of Ask Jeeves'
outstanding convertible notes and in-the-money stock options. As previously
announced, IAC has offset a substantial portion of the dilution resulting from
the transaction through its repurchase of 52.8 millions shares of its common
stock.
Shares of Ask Jeeves common stock, which prior to the merger traded on the
Nasdaq National Market under the symbol "ASKJ", were delisted from trading as of
the close of the market on Tuesday, July 19.
Ask Jeeves will continue as an operating business of IAC, residing in the 'Media
& Advertising' sector of IAC, pursuant to IAC's recently announced new reporting
configuration.
# # #
ABOUT IAC/INTERACTIVECORP
IAC operates leading and diversified businesses in sectors being transformed by
the internet, online and offline...our mission is to harness the power of
interactivity to make daily life easier and more productive for people all over
the world. To view a full list of the companies of IAC please visit our website
at http://iac.com.
CONTACTS:
IAC CORPORATE COMMUNICATIONS
Deborah Roth
(212) 314-7254
IAC INVESTOR RELATIONS
Roger Clark / Eoin Ryan
(212) 314-7400
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING
STATEMENTS INCLUDE STATEMENTS RELATING TO IAC'S ANTICIPATED FINANCIAL
PERFORMANCE, BUSINESS PROSPECTS, NEW DEVELOPMENTS AND SIMILAR MATTERS, AND/OR
STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS "BELIEVES,"
"COULD", "EXPECTS", "ANTICIPATES", "ESTIMATES", "INTENDS", "PLANS", "PROJECTS,"
"SEEKS", OR SIMILAR EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON
MANAGEMENT'S CURRENT EXPECTATIONS AND ASSUMPTIONS, WHICH ARE INHERENTLY SUBJECT
TO UNCERTAINTIES, RISKS AND CHANGES IN CIRCUMSTANCES THAT ARE DIFFICULT TO
PREDICT. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE SUGGESTED BY THE
FORWARD-LOOKING STATEMENTS DUE TO A VARIETY OF FACTORS, INCLUDING CHANGES IN
BUSINESS, POLITICAL, AND ECONOMIC CONDITIONS DUE TO THE THREAT OF FUTURE
TERRORIST ACTIVITY, ACTIONS AND INITIATIVES BY CURRENT AND POTENTIAL
COMPETITORS, THE EFFECT OF CURRENT AND FUTURE LEGISLATION OR REGULATION, THE
ABILITY TO EXPAND OUR REACH INTO INTERNATIONAL MARKETS, AND CERTAIN OTHER
ADDITIONAL FACTORS DESCRIBED IN IAC'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION. OTHER UNKNOWN OR UNPREDICTABLE FACTORS ALSO COULD HAVE MATERIAL
ADVERSE EFFECTS ON IAC'S FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS. IN LIGHT
OF THESE RISKS, UNCERTAINTIES, ASSUMPTIONS AND FACTORS, THE FORWARD-LOOKING
EVENTS DISCUSSED IN THIS PRESS RELEASE MAY NOT OCCUR. YOU ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE STATED, OR IF NO DATE IS STATED, AS OF THE DATE OF THIS PRESS RELEASE.
IAC IS NOT UNDER ANY OBLIGATION AND DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE
ANY UPDATE OR OTHER REVISIONS TO ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED
IN THIS PRESS RELEASE TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE OF THIS
PRESS RELEASE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IF EXPERIENCE
OR FUTURE EVENTS MAKE IT CLEAR THAT ANY EXPECTED RESULTS EXPRESSED OR IMPLIED BY
THOSE FORWARD-LOOKING STATEMENTS WILL NOT BE REALIZED.

EX - 99 4 exhibit991 . txt EXHIBIT 99 . 1 Exhibit 99 . 1 IAC COMPLETES ACQUISITION OF ASK JEEVES NEW YORK , NEW YORK AND OAKLAND , CALIFORNIA - JULY 19 , 2005 - IAC / InterActiveCorp ( Nasdaq : IACI ) today announced the successful completion of its acquisition of Ask Jeeves , a leading provider of information retrieval technologies , brands and Internet advertising services . Under the terms of the merger agreement each share of Ask Jeeves common stock was converted into the right to receive 1 . 2668 shares of IAC common stock , and options to purchase Ask Jeeves common stock were converted into options to acquire IAC common stock . In addition , in connection with the transaction , IAC has irrevocably and unconditionally guaranteed Ask Jeeves ' outstanding convertible subordinated notes due 2008 ; these notes are now convertible into shares of IAC common stock in accordance with their terms . In the transaction , IAC has issued approximately 74 . 8 million shares of IAC common stock in respect of Ask Jeeves ' outstanding stock , and expects to issue approximately 13 . 2 million additional shares in respect of Ask Jeeves ' outstanding convertible notes and in - the - money stock options . As previously announced , IAC has offset a substantial portion of the dilution resulting from the transaction through its repurchase of 52 . 8 millions shares of its common stock . Shares of Ask Jeeves common stock , which prior to the merger traded on the Nasdaq National Market under the symbol " ASKJ " , were delisted from trading as of the close of the market on Tuesday , July 19 . Ask Jeeves will continue as an operating business of IAC , residing in the ' Media & Advertising ' sector of IAC , pursuant to IAC 's recently announced new reporting configuration . # # # ABOUT IAC / INTERACTIVECORP IAC operates leading and diversified businesses in sectors being transformed by the internet , online and offline ... our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world . To view a full list of the companies of IAC please visit our website at http://iac.com . CONTACTS : IAC CORPORATE COMMUNICATIONS Deborah Roth ( 212 ) 314 - 7254 IAC INVESTOR RELATIONS Roger Clark / Eoin Ryan ( 212 ) 314 - 7400 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 THIS PRESS RELEASE CONTAINS " FORWARD - LOOKING STATEMENTS " WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 . THESE FORWARD - LOOKING STATEMENTS INCLUDE STATEMENTS RELATING TO IAC 'S ANTICIPATED FINANCIAL PERFORMANCE , BUSINESS PROSPECTS , NEW DEVELOPMENTS AND SIMILAR MATTERS , AND / OR STATEMENTS PRECEDED BY , FOLLOWED BY OR THAT INCLUDE THE WORDS " BELIEVES , " " COULD " , " EXPECTS " , " ANTICIPATES " , " ESTIMATES " , " INTENDS " , " PLANS " , " PROJECTS , " " SEEKS " , OR SIMILAR EXPRESSIONS . THESE FORWARD - LOOKING STATEMENTS ARE BASED ON MANAGEMENT 'S CURRENT EXPECTATIONS AND ASSUMPTIONS , WHICH ARE INHERENTLY SUBJECT TO UNCERTAINTIES , RISKS AND CHANGES IN CIRCUMSTANCES THAT ARE DIFFICULT TO PREDICT . ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE SUGGESTED BY THE FORWARD - LOOKING STATEMENTS DUE TO A VARIETY OF FACTORS , INCLUDING CHANGES IN BUSINESS , POLITICAL , AND ECONOMIC CONDITIONS DUE TO THE THREAT OF FUTURE TERRORIST ACTIVITY , ACTIONS AND INITIATIVES BY CURRENT AND POTENTIAL COMPETITORS , THE EFFECT OF CURRENT AND FUTURE LEGISLATION OR REGULATION , THE ABILITY TO EXPAND OUR REACH INTO INTERNATIONAL MARKETS , AND CERTAIN OTHER ADDITIONAL FACTORS DESCRIBED IN IAC 'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION . OTHER UNKNOWN OR UNPREDICTABLE FACTORS ALSO COULD HAVE MATERIAL ADVERSE EFFECTS ON IAC 'S FUTURE RESULTS , PERFORMANCE OR ACHIEVEMENTS . IN LIGHT OF THESE RISKS , UNCERTAINTIES , ASSUMPTIONS AND FACTORS , THE FORWARD - LOOKING EVENTS DISCUSSED IN THIS PRESS RELEASE MAY NOT OCCUR . YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD - LOOKING STATEMENTS , WHICH SPEAK ONLY AS OF THE DATE STATED , OR IF NO DATE IS STATED , AS OF THE DATE OF THIS PRESS RELEASE . IAC IS NOT UNDER ANY OBLIGATION AND DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISIONS TO ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED IN THIS PRESS RELEASE TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE OF THIS PRESS RELEASE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IF EXPERIENCE OR FUTURE EVENTS MAKE IT CLEAR THAT ANY EXPECTED RESULTS EXPRESSED OR IMPLIED BY THOSE FORWARD - LOOKING STATEMENTS WILL NOT BE REALIZED .