KAYAK Software Corporation and Priceline.com Incorporated have jointly announced that KAYAK's stockholders voted overwhelmingly to approve the adoption of the previously announced merger plan between KAYAK, Priceline.com and Produce Merger Sub Inc., a wholly owned subsidiary of Priceline.com.
Approximately 96 percent of the total voting power of KAYAK's outstanding shares of Class A common stock and Class B common stock as of the January 24, 2012, the record date for the special meeting of stockholders, voting at the special meeting voted in favor of the adoption of the Agreement and Plan of Merger.
The closing of the merger will take place once the remaining conditions to closing (including the receipt of all required regulatory approvals) have been satisfied. KAYAK and priceline.com will announce the closing date of the proposed merger and the election deadline for KAYAK stockholders to specify the type of consideration they wish to receive once those dates have been set. In accordance with the merger agreement, the election deadline will be 5:00 pm on the date that is 5 business days preceding the closing date.
KAYAK stockholders should continue to use the election form previously mailed. If a KAYAK stockholder has already submitted a properly completed election form to the exchange agent and wishes to change the election, that stockholder may resubmit a new, properly completed election form to the exchange agent and the previous election form will be disregarded.
KAYAK stockholders who have already submitted an election form and do not wish to make any changes do not need to take any further action and the election form already submitted to the exchange agent will be used. KAYAK stockholders who wish to obtain a new election form should contact KAYAK's information agent.