May 5, 2003

Lawyers from the Dallas-based Sayles Lidji & Werbner represent Hotels.com in its pending acquisition by media company USA Interactive in a deal valued at about $1.1 billion. Hotels.com general counsel Gregory S. Porter also is working on the deal as are USA Interactive general counsel Julius Genachowski, deputy general counsel David Ellen and associate general counsel Joanne Hawkins.

In the deal, announced on April 10, USA, which already is the majority owner of Hotels.com, will acquire the Hotels.com shares it does not own in a stock-for-stock transaction. Under the agreement, Hotels.com shareholders will receive 2.4 shares of USA common stock for each share of Hotels.com stock they own. The closing price on April 29 for USA Interactive stock was $29.75 per share and $71.05 per share for Hotels.com. USA Interactive currently owns about 68 percent of the outstanding Hotels.com stock. Dallas-based Hotels.com is an online hotel reservation Web site.

New York City-based USA Interactive says that the transaction represents the final step in the company's efforts to simplify its corporate structure by buying its public subsidiaries. The deal is expected to close in the summer of 2003.

The Sayles Lidji lawyers representing Hotels.com include corporate partners Brian Lidji and Michael Dorey. USA Interactive used attorneys from the New York City office of Wachtell Lipton Rosen & Katz, including corporate partner Pam Seymon and corporate associate Arrie Park.

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