Exhibit 99.3
Filed by IAC/InterActiveCorp
Pursuant to Rule 425
Under the Securities Act of 1933
Deemed filed and Rule 14a-12
Under the Securities Exchange Act of 1934
Commission File No. 0-20570
EMPLOYEE Q&A: IAC PLAN TO SEPARATE INTO TWO COMPANIES
December 21, 2004
We announced today a plan to separate IAC/InterActiveCorp into two publicly
traded companies, one holding travel-related businesses, which will be named
Expedia, and the other holding IAC's remaining businesses, which will retain the
name IAC. References below to Expedia or IAC are to the companies after the
transaction.
1. HOW WILL THE TRANSACTION AFFECT MY EMPLOYMENT?
We expect you will continue to be employed by the business you currently
work for, subject to the same terms and conditions that exist today.
2. WHAT HAPPENS TO MY EMPLOYEE EQUITY?
o We expect your restricted stock units ("RSUs") will become RSUs of
IAC or Expedia depending on the business you work for. The number
of RSUs you hold will be adjusted so that their value right after
the transaction will be the same as their value right before the
transaction, and they will have identical vesting terms and
otherwise be consistent with the existing terms of your RSUs.
o We expect any vested and unvested employee stock options you hold
will become options of either IAC or Expedia depending on the
business you work for. As part of the transaction, there will be
adjustments to the number of shares that may be acquired upon
exercise of each option and to the exercise price so that the
intrinsic value of the option right after the transaction will be
the same as the value right before the transaction. Each adjusted
option will have identical vesting terms, and otherwise be
consistent with the terms of your existing stock option.
3. WHAT HAPPENS TO THE EMPLOYEE WARRANTS HELD BY EXPEDIA EMPLOYEES?
They will be treated the same as all other IAC warrants. The exact
mechanics are still under discussion, but we expect warrants to be
exercisable for shares of both IAC and Expedia pursuant to the terms of the
security.
4. WHAT HAPPENS TO MY PARTICIPATION IN THE IAC 401(K) PLAN AND MY ACCOUNT
BALANCE?
If you participate in the IAC 401(k) plan, and your business remains with
IAC, your participation will continue. If you participate in the IAC 401(k)
plan, and your business is
part of Expedia, your IAC 401(k) plan account balance and any outstanding
loans will be transferred over into a new Expedia plan. We'll keep you
informed as the 401(k) plan transition progresses.
5. WHAT HAPPENS TO MY BENEFITS?
We do not expect any change to your benefits. IAC employees will remain in
the IAC plans and Expedia employees will transition to Expedia plans. We'll
keep you informed as the health and welfare benefits transition progresses.
Information presented in this document is intended to communicate certain
information to employees of IAC and its businesses in connection with the
announced transaction whereby IAC will be split into two companies, Expedia and
IAC. Nothing in this document shall confer upon any employee any right to
continue in the employ of IAC or any of its businesses or interfere in any way
with the right of IAC or any such business to terminate the employees employment
at any time.
ADDITIONAL INFORMATION
In connection with the proposed spin-off it is currently expected that IAC will
file a proxy statement/prospectus with the Securities and Exchange Commission
(the "SEC"). Stockholders of IAC are urged to read the proxy
statement/prospectus, when it becomes available, because it will contain
important information about IAC, the proposed spin-off transaction and related
matters. Investors and security holders can obtain free copies of the proxy
statement/prospectus when it becomes available by contacting Investor Relations,
IAC/InterActiveCorp, Carnegie Hall Tower, 152 W. 57th Street, 42nd Floor, New
York, NY 10019 (Telephone: (212) 314-7400). Investors and security holders can
also obtain free copies of the proxy statement/prospectus and other documents
filed by IAC and Expedia with the SEC in connection with the proposed spin-off
transaction at the SEC's web site at WWW.SEC.GOV.
In addition to the proxy statement, IAC files annual, quarterly and current
reports, proxy statements and other information with the SEC, each of which
should be available at the SEC's web site at WWW.SEC.GOV. You may also read and
copy any reports, statements and other information filed by IAC at the SEC
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information.
IAC and its directors, executive officers and certain members of management and
other employees may be deemed to be participants in the solicitation of proxies
of IAC's stockholders to approve the proposed spin-off transaction. Such
individuals may have interests in the transaction as described herein, including
as a result of current holdings of options or shares of IAC's stock and future
holdings of options or shares of Expedia's stock, which will be impacted in the
transaction. Information regarding IAC and the equity interests of its directors
and officers who may be deemed to be participants in the solicitation of proxies
is contained in IAC's proxy statement, filed with the SEC on April 29, 2004.
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