Press Release: USA Networks, Inc.
April 3, 2002
NEW YORK, NY -- USA Networks, Inc. (Nasdaq: USAI), to be renamed USA Interactive upon the close of its pending
transaction with Vivendi Universal, S.A., announced yesterday an agreement to acquire U.K.-based TV Travel Group
Ltd. for approximately 100 million USD ((pound)70 million) in cash and stock. TV Travel Group pioneered the concept
of a television channel dedicated to selling travel, and currently has three TV Travel Shop(TM) channels - two
in the United Kingdom and one in Germany. The current management team, led by Stephen Welton, will remain in place
and is also expected to oversee USA's forthcoming cable travel network in the United States. TV Travel Shop(TM)
is a leader in selling travel via television in the U.K., with gross transaction value of $240 million USD ((pound)165
million) for the fiscal year ended September 30, 2001.
Travel is a key component of USA's overall strategy of acquiring and growing companies which offer goods and services
via television or the Internet. Through its controlling interests in Expedia, Inc. (Nasdaq: EXPE - news) and Hotel
Reservations Network (Nasdaq: ROOM), and the pending acquisition of TV Travel Group, USA is a worldwide leader
in interactive travel. As previously announced, USA will launch a cable travel network, which will unite two of
the most powerful forms of commerce - travel and home shopping. Patterned after TV Travel Shop(TM), it will draw
from USA's multiple lines of business in the areas of travel, consumer products and ticketing.
``In Europe, TV Travel Group, led by strong management, has demonstrated that it can succeed in selling travel
via television,'' said Jon Miller, President and CEO, USA Information & Services. ``This acquisition is complementary
to USA's goal of increasing the penetration of electronic commerce into the vast travel space.''
``Given USA's proven success in combining the powers of the Internet and television to drive its transactional
businesses, it is an ideal partner to grow the TV Travel Shop channels,'' said Stephen Welton, CEO, TV Travel Group.
It is expected that the transaction will be completed in the second quarter of this year, subject to customary
regulatory approvals.
TV Travel Group
TV Travel Group, founded by Harry Goodman and Denis Strauss, pioneered the world's first transactional TV travel
business and is now a leader in its field having created a completely new channel of distribution for the sale
of package holidays. TV Travel Shop(TM) started broadcasting in the U.K. in April 1998 for five hours per day.
The company has grown to include two U.K. channels, TV Travel Shop and TV Travel Shop 2, and TV Travel Shop Germany,
which operate 24 hours a day. TV Travel Shop(TM) is distributed in all of the U.K.'s 11 million multi-channel homes,
and is the sixth most widely distributed U.K. channel, ranking behind only the five terrestrial channels. Since
its inception, TV Travel Shop(TM) has handled over one million passengers in the U.K. alone, making it a leading
travel agent in the U.K. TV Travel Shop's average value per booking is $2300 USD ((pound)1600), reflecting strengths
in higher-value market segments such as cruising and long haul, as well as the key family segment.
TV Travel Shop 2, which launched in the U.K. in summer 2000, sells special offers from the three largest U.K. tour
operators. It is available in seven million homes in the U.K. TV Travel Shop Germany was launched in June 2001
and is a joint venture between TV Travel Group (75%) and Preussag's TUI Deutschland (25%), the largest package
holiday tour operator in the world. It is currently available to 12 million German-speaking multi-channel households
in Germany, Switzerland and Austria. TV Travel Shop, TV Travel Shop 2 and TV Travel Shop Germany are leading 24-hour
travel channels in the two largest European travel markets.
TV Travel Group maintains offices in the U.K. at Bromley and London, and Hannover in Germany. The company has approximately
900 employees, including 150 homeworkers. Stephen Welton, an experienced venture capitalist who has also worked
closely with a number of travel companies while he was a managing director U.K. of Barclays Private Equity is the
Group CEO. Harry Goodman, co-founder of TV Travel Shop, and previously founder of International Leisure Group and
Air Europe, is Deputy Chairman.
About TV Travel Group Ltd
The current shareholders are Barclays Private Equity, Telewest plc, Kuoni ag, and Management.
About USA Networks, Inc.
USA Networks, Inc. (Nasdaq: USAI), to be renamed USA Interactive upon the close of its pending transaction with
Vivendi Universal, is organized into two groups, the Interactive Group and the Entertainment Group. The Interactive
Group consists of Expedia, Inc. (Nasdaq: EXPE), HSN (including HSN International and HSN Interactive); Ticketmaster
(Nasdaq: TMCS), which operates CitySearch and Match.com; Hotel Reservations Network (Nasdaq: ROOM ); Electronic
Commerce Solutions; Styleclick (OTC: IBUYA); Precision Response Corporation; and will include TV Travel Group upon
the close of the USA/TV Travel Group acquisition. The Entertainment Group consists of USA Cable, including USA
Network, SCI FI Channel, TRIO, Newsworld International, and Crime; Studios USA, which produces and distributes
television programming; and USA Films, which produces and distributes films. On December 17, 2001, USA and Vivendi
Universal, S.A. announced a transaction in which USA agreed to contribute its Entertainment Group to a newly formed
joint venture to be controlled by Vivendi Universal, S.A.
Important Disclosures
This press release contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include the information relating to possible or assumed future results
of operations of USA and its subsidiaries and TVTS, including those preceded by, followed by or that include the
words ``believes,'' ``could,'' ``projects,'' ``estimates,'' ``intends,'' ``expects,'' ``anticipates'' or similar
expressions. These statements reflect the current views of USA and TV Travel Group with respect to future events,
and are based on information currently available to USA and TV Travel Group. These forward-looking statements are
subject to risks, uncertainties and assumptions that may affect the operations, performance, development and results
of USA's and its subsidiaries' and TV Travel Group's business. The following important factors, in addition to
those described in USA's and its subsidiaries' filings with the Securities and Exchange Commission, could affect
the future results of USA and TV Travel Group and the other subsidiaries of USA described in this press release,
and could cause those results to differ materially from those expressed in the forward-looking statements: material
adverse changes generally or in economic conditions in the markets served by our businesses; future regulatory
actions and conditions in our businesses' operating areas; competition from others; successful integration of our
divisions, including recently acquired businesses; product demand and market acceptance; the ability to protect
proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; the ability
to expand into and successfully operate in foreign markets; and obtaining and retaining key executives and employees.
You are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date
of this press release. USA and TV Travel Group undertake no obligation to update or revise the forward-looking
statements contained in this press release, whether as a result of new information, future events or any other
reason.
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Contact:
USA Networks, Inc.
Corporate Communications:
Ron Sato, 212/314-7254
Investor Relations:
Roger Clark/Lauren Rosenfield, 212/314-7400
or
TV Travel Group
Stephen Welton, +44 208 466 2134 or +44 207 535 1355