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Ticketmaster Online-Citysearch to buy Ticketmaster Corp.

Finally, a dot-com arm has grown up to take care of its parent instead of rushing back to the nest. Ticketmaster Online-Citysearch Inc. (Nasdaq: TMCS) said Tuesday it will buy Ticketmaster Corp.

Shares in Ticketmaster Online-Citysearch closed Monday down 1.44 to 12.56. Shares in USA Networks Inc. (Nasdaq: USAI), which owns Ticketmaster Corp., closed off 1.13 to 18. The companies had been considering the deal at least since October.

Under terms of the deal, USAi will contribute Ticketmaster Corp. to TMCS and receive in exchange 52 million TMCS Class B shares.

The combination will unite USAi's Ticketmaster Corp., a ticketing company comprised of offline and international ticketing and reservation businesses, with TMCS's ticketmaster.com, including its Citysearch business. The new Ticketmaster will have a customer database of over 20 million.

The deal better positions Ticketmaster to accelerate its growth in new markets worldwide and will allow Citysearch will benefit from a broader base of transaction verticals, the companies said.

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. John Pleasants, currently President and CEO of TMCS, will become CEO. Barry Diller, Chairman and CEO of USAi, will also assume the position of Co-Chairman, Ticketmaster.

"Once separated at birth in order to grow the online business, now properly rejoined..." Diller said in a statement.

The transaction is expected to be completed in the first quarter of 2001.

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