USA Interactive Sees Gold in E-Coupons

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Moving to marry off-line promotions to its online e-commerce endeavors, Barry Diller's USA Interactive is acquiring privately held coupon book publisher Entertainment Publications Inc. in a $370 million cash and stock deal.

Troy, Mich.-based Entertainment Publications serves more than 160 markets and does business with about 70,000 local merchants and national retailers.

USA Interactive , based in New York City, said the deal is consistent with its strategy "of driving the online migration of traditional businesses in areas such as retailing, ticketing and travel..."

Diller said the marriage is a "natural" and would allow Entertainment Publications to offer things such as travel discounts to USA's Expedia and Hotels.com consumers, while serving up dining discounts to the more locally oriented Citysearch user.

Entertainment Publications says it sells more than 8 million annual memberships for Entertainment Books and online access to 50-percent-off and 2-for-1 discounts on dining, travel, shopping and attractions. Consumers redeem an average of 25 offers each per year, generating an estimated $8 billion to $10 billion in merchant sales.

USA Interactive has been moving to turn itself into a Web-based travel and leisure kingdom and last month it closed its buyout of Ticketmaster but canceled similar deals with its majority-owned Expedia and Hotels.com operations.

Entertainment Publications is expected to use USA's technological expertise to develop more convenient, seamless ways for consumers to redeem discounts electronically, offering an alternative to traditional paper coupons.

The terms of the acquisition call for USA Interactive to pay up to 50 percent of the price in USA common stock, which closed Wednesday at $28.13. The company may get a $10 million maximum discount if it decides to pay all cash. The transaction is expected to be accretive to USA's 2003 net income and earnings per share.

USA is purchasing Entertainment Publications from a group of investors led by The Carlyle Group, a global private equity firm.

USA Interactive (formerly USA Networks), set tongues wagging when it went against the grain and embraced e-commerce at a time when the dot-com shakeout was in full swing. The company also owns Home Shopping Network (HSN), Interval International; TV Travel Group; Precision Response Corporation; Electronic Commerce Solutions; and Styleclick Inc.