An all-stock transaction on the NASDAQ will see Expedia Group streamline its ownership structure following the acquisition of its primary holding company and key initial stakeholder, Liberty Expedia Holdings, owned by billionaire John Malone.
According to a filing with the Securities and Exchange Commission in the US, the acquisition will see around 3.1 million shares in Expedia Group retired. This will be achieved through Liberty Expedia shareholders receiving 0.360 of their ownership stake in Expedia Group common stock.
The transaction, under NASDAQ rules, will see Expedia emerge no longer a “controlled company”. Expedia Chairman and Senior Executive, Barry Diller, will exchange up to 5.7 million shares in Expedia Group for a similar amount of Class B Common Stock and begin a new ownership governance agreement.
Diller will ultimately hold 29 per cent of voting power in the restructured Expedia Group once the transaction closes. Malone will sell his 32 per cent stake he has owned for two decades along with super-voting rights on the online travel giant’s board.
Malone is worth approximately US8.9 billion, according to Bloomberg, with much of his wealth coming from investments in Liberty Media, which owns Formula One and stakes in Discovery Communications (parent of the Discovery Channel).
All Liberty Expedia Directors also serving on the Board of Expedia Group will step down from their positions on completion of the transaction. The move brings to a close a deal made in the 1990s between Malone and Diller, whereby Malone could have assumed full control of Expedia if Diller stepped down as Chairman or passed away.
Expedia Group CEO Mark Okerstrom says the acquisition marked an important milestone in the company’s evolution.
“This transaction marks an important milestone in the evolution of Expedia Group. It represents a strong benefit to our shareholders – simplifying and improving our corporate and governance structure and effecting a meaningful reduction in our share count.”