A Ticket to Ride

USA Networks Inc. and Ticketmaster Online-Citysearch Inc.
have agreed to combine Ticketmaster Corp., a wholly owned subsidiary of USAi, with TMCS, in a stock deal valued at about $653 million.

USAi said it will “contribute” Ticketmaster Corp. to TMCS and receive in
exchange 52 million TMCS Class B shares. TMCS was up $1.06 in early trading
to $13.62. USA Networks was trading at $18.06, up six cents.

Barry Diller, chairman and CEO of USAi, will also assume the position of
co-chairman at Ticketmaster. Terry Barnes, currently chairman and CEO of
Ticketmaster Corp., will be the other co-chairman. John Pleasants, currently
president and CEO of TMCS, will become CEO; Larry Jacobson, currently
president of Ticketmaster Corp., will become President and COO.

“Once separated at birth in order to grow the online business, now properly
rejoined with one word, Ticketing– online, off-line, wireline or no wireline
— it’s now one comprehensive idea for development throughout the world,”
said Diller in a statement about the deal.

The combined operation will be renamed simply Ticketmaster and will result in
a group of global businesses all focused on reserved access and local
information and services for consumers.

The new Ticketmaster will unite USAi’s Ticketmaster Corp., comprised of
off-line and international ticketing and reservation businesses, with TMCS’s
ticketmaster.com Citysearch, the local information and services global
network, and Match, a provider of subscription online personals.

The companies said the new Ticketmaster will have a customer database of more
than 20 million, including more than 12 million active customers, processing
over 80 million tickets annually, through 3,430 ticketing outlets, 16 call
centers, and via eight primary Web sites.

Upon close of the transaction, USAi’s equity in the new Ticketmaster will
have increased from 49 percent in TMCS to 68 percent in the combined company.

The companies said growth opportunities expected to be generated by the
merger include
entry into new ticketing, access and reservation markets including
transportation and participatory sports, as well as the introduction of
value-added ticketing services to the company’s approximately 5,000 ticketing
clients at a faster rate, including Print-My-Own ticketing.

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