USA Interactive and LendingTree Inc. announced Monday that they have entered
into an agreement by which USAi would acquire all of the outstanding capital
stock of LendingTree in a stock-for-stock transaction.
With this transaction, USAi now has a presence in seven key areas of
interactive commerce that represent approximately 75 percent of total
interactive commerce in the United States: travel, ticketing, goods, personals,
local/classified advertising, financial services and real estate.
Under terms of the deal, LendingTree shareholders will receive 0.6199 shares
of USAi common stock for each share of LendingTree common stock they own, and
LendingTree preferred stockholders will receive the same merger consideration on
an as-converted basis.
In the transaction, USAi would issue to LendingTree shareholders
approximately 18.3 million basic shares and 21 million total shares on a fully
diluted, treasury-method basis.
The deal is generally expected to be tax-free to LendingTree shareholders.
Based on closing prices of USAi common stock between April 28 and May 2, the
transaction is valued in a range of $626 million to $734 million.
The transaction is subject to LendingTree shareholder approval. The
LendingTree board of directors has approved the acquisition by unanimous