Priceline 2014 Annual Report Download - page 122

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Acquisition activity in 2013
KAYAK Software Corporation
On May 21, 2013, the Company acquired 100% of KAYAK Software Corporation in a stock and cash transaction. The purchase value
was $2.1 billion ( $1.9 billion net of cash acquired). The Company paid $0.5 billion in cash, from cash on hand in the United States, and $1.6
billion in shares of its common stock (based upon the market value of the Company's common stock at the merger date) and the fair value of the
assumed vested KAYAK stock options. These assumed vested KAYAK stock options are related to pre-combination service. A significant
amount of the aggregate purchase price was allocated to definite-lived intangibles and goodwill.
Also in conjunction with the acquisition, the Company assumed unvested KAYAK employee stock options, which relate to post-
combination service, with an acquisition date fair value of $57.4 million (see Note 3).
As a result of the acquisition of KAYAK, the Company expensed approximately $8.5 million of professional fees for the year ended
December 31, 2013. These acquisition-related expenses were included in "General and administrative" expenses on the Consolidated Statements
of Operations. In addition, the Company paid approximately $1.2 million of stock issuance costs for the year ended December 31, 2013, with an
offsetting charge to additional paid-in capital.
The Company's consolidated financial statements include the accounts of KAYAK starting on May 21, 2013. KAYAK's revenues and
earnings since the acquisition date and pro forma results of operations have not been presented as such financial information is not material to
the Company's results of operations.
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