USA Interactive Completes Strategic Investment in Points International

On April 11, 2003, USA Interactive, now IAC/InterActiveCorp, completed a strategic investment in Toronto-based Points International Ltd., operator of the leading loyalty currency exchange at The initial investment of $15.1 million was effected through the acquisition by USA Interactive of a convertible preferred share, convertible into 19.9 per cent of Points’s common shares and common share purchase warrants that allow USA Interactive to acquire up to 55 per cent of the common shares of Points. The common share warrants are exercisable to acquire 72,247,700 common shares at an effective price per common share of $1.04 in year one, $1.17 in year two and $1.30 in year three. The investment by USA Interactive, which owns properties including Ticketmaster, Home Shopping Network, Expedia, Inc. and, is intended to enhance Points’s vision for a global marketplace for the exchange of loyalty points, one of the world’s leading currencies.

USA Interactive’s legal team was led by in-house counsel David Ellen and Seth Kalvert, and included Goodmans LLP with a team that included Jonathan Lampe, Neil Sheehy, David Sherman and Thiago Kurtz (corporate/securities), Neil Harris and Alan Bowman (tax) and Amalia Trister (IP). Points was represented by Davies Ward Phillips & Vineberg LLP, with a team that included William Ainley, Steven Harris and Peter Westcott. CIBC Capital Partners, an existing investor in Points, was represented by Cameron Koziskie of Torys LLP.