Ticketmaster/USA Interactive Stock Exchange In The Offering

Ticketmaster's Board of Directors has received a letter from USA Interactive indicating its intention to make a USA stock for Ticketmaster stock exchange offer to increase USA's equity ownership to up to 100%. Ticketmaster anticipates that its Board of Directors will form a special committee of independent directors to consider the matter. USA is the company's largest stockholder. There can be no assurance that any transaction will occur or, if a transaction occurs, what the structure or terms of such transaction would be.

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