E-Commerce Companies

Developments

Ebay buys Skype for $2.6 billion plus an earnout

Ebay closes Shopping.com acquisition

Borders Online v California State Board

California's 1^st District Court of Appeal (San Francisco)
Borders Online should have been collecting CA sales tax
Court finds too many ties between brick-and-mortar stores and ostensibly independent Borders Online
Precedent could apply to other retailers in CA
Could be followed by other jurisdictions
Borders Form 10-K disclosure

Gannett buys online advertising technology firm

E W Scripps to buy Shopzilla

eBay to buy Shopping.com for $620 million

Ask Jeeves buys Excite Europe

eBay changes its Rent.com acquisition to all cash

Sabre buys UK online travel company

DoubleClick in LBO

IAC/Interactive buys Ask Jeeves

IAC/Interactive spins-off Expedia

Select Companies

BBC dedicated webpage

Amazon.com

eBay

Google

IAC/InteractiveCorp

Sabre Holdings

Investor Relations
Profile
DE NYSE 12/31

Yahoo!

Notable Transactions

Travelport / Blackstone Subsidiary Sale §338(h)(10)

Blackstone affiliate buys Cendant subsidiary for $4.3B

Travelport holds CD's Travel Distribution Services businesses

Galileo - Travel information and processing
Orbitz - Online travel agency
GTA - Online travel packages

Announced 6.30.06

Advisors

CD: Citigroup / JPMorgan / Evercore / Skadden
Blackstone: Simpson Thacher

Agreements

Stock purchase agreement

Skype / eBay Stock-Cash Merger - Earnout

eBay to buy Internet telecom company

For $2.6 billion plus an earn-out of up to $1.5 billion
Skype is a private company incorporated in Luxembourg

Skype had 2004 revenues of only $7 million but is expected to have $200 million of revenues un 2006

eBay stock chart

Announced 9.12.05

Agreements

Stock purchase agreement

English law governs

Earn out agreement

Registration rights agreement

Intermix Media / Fox Interactive Media Cash Merger

News Corp company acquires MySpace.com owner

$580 million; $12 per common share
MySpace.com - Lifestyle portal

Advisors

Fox Interactive: Skadden / Pillsbury Winthrop
Intermix Media: Thomas Weisel / Montgomery / Latham

Announced 7.18.05

Closed 9.30.05

Proxy solicitation

Definitive proxy statement 8.25.05

Table of contents

Preliminary proxy statement 8.12.05

Agreements

Shopzilla / The E W Scripps Company Cash Merger

Media company buys online comparison shopping service

$525 million total
Privately-held company

Announced 6.06.05

Press release

Completed 6.27.05

Press release

Shopping.com / eBay Cash Merger

eBay buys online comparison shopping service

$21 per share, $621 million total
Israeli company target
Background through 7.01.05

Advisors

eBay: Cooley Godward
Shopping.com: CSFB / Fenwick West / Meitar Liquornik

Announced 6.01.05

Closed 8.30.05

Agreements

Proxy solicitation

Definitive proxy statement 7.01.05

Table of contents

Preliminary proxy statement 6.21.05

Interim communications

Shareholder litigation 6.17.05

lastminute.com / Sabre Holdings Cash Deal Cross-Border

Owner of Travelocity acquires UK online travel company

For US$ 1 billion cash
Acquisition financing provided by
Morgan Stanley and Bear Stearns
Effected by a scheme of arrangement under section 425 of the UK Companies Act (UK)
Press release 5.12.05
FAQs

DoubleClick LBO

$1.1 billion buyout by Hellman & Friedman LLC

$8.50 per share cash
Zero coupon notes to remain outstanding:
subject to holder's change-of-control right to require repurchase
Background

Announced 4.25.05

Closed 7.12.05

Advisors

Hellman & Friedman: Bear Stearns / Simpson Thacher
DoubleClick: Lazard / Wilmer Cutler

Agreements

Proxy solocitation

Definitive proxy statement 5.27.05

Preliminary proxy statement 5.12.05

Divestiture of EMS business

Enterprise Marketing Solutions
Form 8-K
Purchase and Sale Agreement
Pro forma financials

Employee matters

Interim communications

Notice to convertible noteholders 6.29.05

Ask Jeeves / IAC/ Interactive Stock Merger

Interactive commerce company acquires search engine

Background of the Merger through 4.26.05
Separately, IAC is spinning-off Expedia

Deal terms

$1.85 billion, net of target's cash
All stock, fixed exchange ratio
Buyer will buy back 60% or more of the shares issued
Reverse triangular merger

Advisors

IAC: -- / Wachtell
Ask Jeeves: Allen & Co / Citigroup / Gibson Dunn

Announced 3.21.05

Closed 7.19.05

Form 15

Agreements

Merger agreement
Notable provisions

Merger consideration - § 3.1
Treatment of stock options - § 3.3
Seller representations - Article IV
Buyer representations - Article V
Covenant re: Expedia spin-off - § 7.1(e)
Target "no-shop" covenant - § 7.3
Target management indemnification - § 7.11
Target employees - § 7.14
Break-up fee of $68.5 million - § 9.2(b)

Rights plan amendment

Proxy solicitation

Form S-4 4.26.05

Interim communications

Share repurchase program

Employment Matters

Interests of Certain Persons

Expedia Spin-off

Spin-off by IAC/Interactive's travel-related businesses

Including Expedia.com and Hotels.com
Effected by a reclassification of IAC's common stock
Background through 4.25.05

Announced 12.21.04

Proxy solicitation

Form S-4 4.25.05

Table of contents
Summary (re: spin-off)
Background
Special committee
Governance issues
IAC / Expedia relationship post spin-off
Shareholder litigation
Corporate opportunity proposal

Interim communications

Slide presentation 3.01.05

Employment Matters

Orbitz / Cendant Two-Step Cash Merger

Acquisition of online ticket agency

Expands Cendant's travel services business
Background

Deal terms

Two-step cash merger
$27.50 per share for Class A and Class B common stock
$1.25 billion total
Summary term sheet
Summary of agreements
Conditions

Advisors

Cendant: Citigroup / Skadden
Orbitz: CSFB / Latham & Watkins
Special committee: Merrill Lynch / Winston & Strawn

Announced 9.29.04

Completed 11.12.04

Agreements

Merger agreement
Notable provisions

Table of contents
The Offers and Merger - § 1.1
Merger consideration - § 2.1
Treatment of stock options - § 2.4
Treatment of restricted stock - § 2.5
Target representations - Article III
IP representation - § 3.17
Buyer representations - Article IV
No shop covenant - § 5.2
Target management indemnification - § 6.8
Employee benefits - § 6.13
Break-up fee ($40.57 million) - § 8.2(b)

Ancillary agreements

Stockholder lock-up agreement (CEO)
Stockholder lock-up agreement (American)
Stockholder lock-up agreement (Continental)
Stockholder lock-up agreement (Delta)
Stockholder lock-up agreement (Northwest)
Stockholder lock-up agreement (United)
Confidentiality agreement

Schedule TO Filing

Amendments

Amendment #1 10.22.04
Amendment #2 11.02.04
◊ HSR Act expiration
Amendment #3 11.12.04
◊ Tender offers completed

Schedule 14D-9 Filings

Schedule 14D-9 10.06.04
Letter to stockholders

Amendments

Amendment #1 10.28.04
Amendment #2 11.02.04
◊ HSR Act expiration
Amendment #3 11.12.04
◊ Tender offers completed
◊ Acquisition completed

Employment Matters

Stock plan

Google IPO Initial Public Offering

$1.7 billion IPO of search engine

19.6 million Class A shares sold at $85.00
Trading symbol GOOG
Used unconventional Dutch Auction to allocate shares
Class B shares held by insiders have 10 votes per share
Company had been wildly successful at generating revenue from advertisers
Had to register under the Exchange Act before the IPO because of cumulative issuances of stock to employees
Had to make a rescission offer to employees who had received unregistered stock
Gun jumping issues arose over two founders
were interviewed by Playboy

Wilson Sonsini / Simpson Thacher

Final prospectus 8.18.04

Form 10 4.29.04

Company had to register under the Exchange Act before the IPO because of cumulative issuances of stock to employees
Filed at same time as original Form S-1
Amendment #1 5.24.04
Amendment #2 6.21.04
Amendment #3 6.21.04

SEC registration