IAC/InterActiveCorp and Ask Jeeves, Inc. have signed an agreement under which IAC will purchase Ask Jeeves. Under the terms of the agreement, IAC will issue 1.2668 shares of common stock for each share of Ask Jeeves common stock in a tax-free transaction valued at $1.85 billion net of cash acquired. IAC intends to buy back through its previously authorized share repurchase programs at least 60% of the number of shares it will issue for this acquisition, thus effectively offsetting a substantial portion of the dilution from the transaction with cash. IAC expects the acquisition to be accretive to 2005 Adjusted EPS assuming the buyback at the 60% level.
The combined companies plan to continue building Ask Jeeves by: applying IAC's brand management and marketing, as well as through investment in distribution, R&D, technology and infrastructure, and international markets; leveraging IAC's brands and pioneering new search revenue models by vertically integrating IAC's transaction brands and offers into the Ask Jeeves properties; and promoting the Ask Jeeves search box on every IAC site. IAC operates more than 40 specialized consumer brands in the travel, retailing, ticketing, personals, media, financial services, real estate, and teleservices industries.
Ask Jeeves will remain an independent brand with operations headquartered in Oakland, Calif. following completion of the acquisition. Steve Berkowitz will continue as Ask Jeeves' CEO. The transaction is subject to customary closing conditions, including regulatory approval and the approval of Ask Jeeves shareholders, and is expected to close late in the second quarter or early in the third quarter of 2005, prior to IAC's spin-off of its travel businesses. Following the spin-off, Ask Jeeves will remain part of IAC. Wachtell, Lipton, Rosen & Katz acted as legal advisor and JP Morgan as financial advisor to IAC during this transaction. Gibson Dunn & Crutcher acted as legal advisor and Allen & Company and Citigroup Global Markets as financial advisors to Ask Jeeves during this transaction.