SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) February 7, 2017
 
The Priceline Group Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-36691
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)
 
N/A 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))






Item 8.01.    Other Events

On February 7, 2017, The Priceline Group Inc. (the "Company") announced that it had entered into an agreement to acquire all of the outstanding shares of Momondo Group Holdings Limited (the "Momondo Group") in an all cash transaction. The Company expects the acquisition of the Momondo Group to close later this year, subject to regulatory approval. A copy of the press release announcing the transaction is attached to this Current Report as Exhibit 99.1 and incorporated into this Item 8.01 by reference.

This Item 8.01 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. For a detailed discussion of the factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s most recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits

Exhibit     
99.1    Press Release dated February 7, 2017






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
THE PRICELINE GROUP INC.
 
 
 
 
 
 
By:
/s/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President, General Counsel and Secretary
 
 
Date:  February 7, 2017





EXHIBIT INDEX

Exhibit     

99.1    Press Release dated February 7, 2017





Exhibit 99.1

The Priceline Group Agrees to Acquire Momondo Group

The Group’s existing global meta brand KAYAK to oversee operations of momondo and Cheapflights

NORWALK, Conn., February 7, 2017 . . . Today The Priceline Group Inc. (NASDAQ: PCLN) announced that it has signed a definitive agreement to acquire the Momondo Group in a cash transaction whereby The Priceline Group will acquire all outstanding shares of the company for a price of $550 million. The Momondo Group, which operates momondo, a leading European travel meta engine that offers flights, hotels and car rentals, and Cheapflights, a leading global flight comparison and travel deals publishing platform, will roll under The Priceline Group’s leading travel meta brand, KAYAK.
“Metasearch is appealing to consumers and we're keen to expand our global footprint,” said Glenn Fogel, CEO of The Priceline Group. “Momondo and Cheapflights will be nice additions to our meta portfolio under KAYAK.”
“Momondo and Cheapflights have built great products serving loyal users across Europe,” said Steve Hafner, CEO, KAYAK. "We’re looking forward to learning from them and sharing best practices as our brands expand globally.”

“The Priceline Group has a proven track record of operating successful, customer-centric travel brands all over the world,” said Hugo Burge, CEO of Momondo Group. “We couldn’t be more excited to join such an esteemed group of loved brands and join forces with KAYAK to bring the best in meta search to our growing customer bases worldwide.”

The deal is expected to close later in the year, subject to regulatory approval. Headquartered in the UK and Copenhagen, with offices in Boston, the Momondo Group, currently a portfolio company of Great Hill Partners, will report into KAYAK CEO Steve Hafner after the acquisition.
About The Priceline Group
The Priceline Group (NASDAQ: PCLN) is the world leader in online travel and related services, provided to customers and partners in over 226 countries through six primary brands - Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com, and OpenTable. The Priceline Group’s mission is to help people experience the world. For more information, visit pricelinegroup.com and follow us on Twitter @PricelineGroup.