0001193125-12-461029.txt : 20121109 0001193125-12-461029.hdr.sgml : 20121109 20121108185056 ACCESSION NUMBER: 0001193125-12-461029 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121109 DATE AS OF CHANGE: 20121108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAYAK Software Corp CENTRAL INDEX KEY: 0001312928 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 542139807 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 121191308 BUSINESS ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038993100 MAIL ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: KAYAK SOFTWARE Corp DATE OF NAME CHANGE: 20101110 FORMER COMPANY: FORMER CONFORMED NAME: KAYAK SOFTWARE CORP DATE OF NAME CHANGE: 20041228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAYAK Software Corp CENTRAL INDEX KEY: 0001312928 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 542139807 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038993100 MAIL ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: KAYAK SOFTWARE Corp DATE OF NAME CHANGE: 20101110 FORMER COMPANY: FORMER CONFORMED NAME: KAYAK SOFTWARE CORP DATE OF NAME CHANGE: 20041228 425 1 d436432d425.htm EMAIL TO CUSTOMERS Email to customers

Commission File No. 001-35604

Pursuant to Rule 425 under the Securities Act of 1933, as amended

And deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended

Subject Company: KAYAK Software Corporation

EMAIL TO CUSTOMERS

Subject Line: KAYAK Agrees to Acquisition by priceline.com Incorporated

Valued Customer.

In case you have not seen the press release, it was announced today that we signed an agreement to be acquired by priceline.com Incorporated. I have attached the press release for your review. You are an important advertiser and valued customer, and so I wanted to personally send you a copy of the press release announcing the deal.

We are very excited about this deal and expect that it will be good for your business. In addition to letting you know about it as soon as possible, I wanted to answer any questions you may have about it. Until the transaction is closed, both companies will continue to operate independently. However, even post-closing our business focus is not changing, and we will continue to display your products on the same even-handed basis. We are still focused on creating the best place to book and plan travel, and for travel companies to advertise. This means that we will continue to provide users with the most comprehensive set of results possible. We believe this transaction will help us grow our business which should result in sending you more qualified traffic.

I would be more than happy to set up a call with you to discuss any questions you might have.

Sincerely,

Keith Melnick

Chief Commercial Officer

Cautionary Note Regarding Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between priceline.com Incorporated (“Priceline”) and KAYAK Software Corporation (“KAYAK), the expected timetable for completing the transaction, benefits of the transaction, future opportunities for the combined company and any other statements regarding Priceline’s or KAYAK’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology) should also be considered forward-looking statements. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on Priceline’s or KAYAK’s results of operations or financial condition. Accordingly, actual results may differ materially from those expressed in any forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond the parties’ control, including the parties’ ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of stockholder approval, the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate KAYAK’s operations into those of Priceline; such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without

limitation, difficulties in maintaining relationships with employees, customers or clients) may be greater than expected following the transaction; the retention of certain key employees of KAYAK may be difficult; Priceline and KAYAK are subject to intense competition and increased competition is expected in the future; the volatility of the economy; and the other factors described in Priceline’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the SEC, and KAYAK’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the SEC and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 to be filed with the SEC. Priceline and KAYAK assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Participants in Solicitation

KAYAK, Priceline and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KAYAK’s stockholders with respect to the transactions contemplated by that certain Merger Agreement, dated as of November 8, 2012, by and between KAYAK, Priceline and Produce Merger Sub, Inc., a wholly owned subsidiary of Priceline. Information regarding the KAYAK’s directors and executive officers is contained in KAYAK’s final prospectus for its initial public offering (File No. 333-170640), which was filed with the Securities and Exchange Commission, or the SEC, on July 20, 2012. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing KAYAK’s website at www.kayak.com and clicking on the “About” link and then clicking on the “Investor Relations” link and “SEC Filings”. As of November 8, 2012, KAYAK’s directors and officers, collectively, beneficially owned approximately 28,824,262 shares, or 70.4%, of the KAYAK’s Class A and Class B common stock, which represents 77.9% voting power. Additional information regarding the interests of the participants in the solicitation of proxies in connection with the transaction will be included in the Proxy Statement/Prospectus described below. Information regarding Priceline’s executive officers and directors is contained in Priceline’s definitive proxy statement filed with the SEC on April 24, 2012. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing Priceline’s website at www.priceline.com and clicking on the “Investor Relations” link and then clicking on the “Financial Information” link.

Additional Information and Where to Find It

This press release relates to a proposed transaction between KAYAK and Priceline, which will become the subject of a registration statement and joint proxy statement/prospectus forming a part thereof to be filed with the SEC by Priceline. This press release is not a substitute for the registration statement and joint proxy statement/prospectus that Priceline will file with the SEC or any other documents that KAYAK or Priceline may file with the SEC or send to stockholders in connection with the proposed transaction. Before making any voting decision, investors and security holders are urged to read the registration statement, joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction and related matters.

Investors and security holders will be able to obtain free copies of the registration statement, joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by KAYAK or Priceline through the website maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus from KAYAK by contacting KAYAK Software Corporation, 55 North Water Street, Suite 1, Norwalk, CT 06854, Attn: Corporate Secretary or by calling (203) 899-3100.