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Travelzoo to execute reverse/forward stock split

New York-based Internet media company Travelzoo Inc (NASDAQ: TZOO) said it intends to execute the shareholder approved reverse/forward stock split during the second or third week of November subject to receiving an updated fairness opinion from an independent financial advisor and final approval by a special committee of the firm´s board.

As previously disclosed on June 11, 2013, Travelzoo had formed a special committee of its board of directors, consisting of three independent directors, to evaluate a reverse/forward stock split transaction, which has since been approved by shareholders at the company´s annual shareholder meeting.

The proposed reverse/forward stock split transaction consists of a 1-for-25 reverse stock split of the company´s outstanding common stock, followed immediately by a 25-for-1 forward stock split (collectively referred to as the “reverse/forward split”).

On September 12, 2013, at the company´s annual shareholders meeting, Travelzoo shareholders voted in favor of the reverse/forward split, with the transaction receiving the votes of both a majority of the issued and outstanding shares of common stock and a majority of the issued and outstanding shares of common stock that are not held or controlled, directly or indirectly, by directors or officers of the company, including, without limitation, the shares held by Azzurro Capital Inc., our principal stockholder.

If approved, the reverse/forward stock split is intended to substantially reduce Travelzoo´s shareholder account administration costs, the firm said.

Travelzoo claims more than 26m subscribers in North America, Europe, and Asia Pacific and 25 offices worldwide. The firm publishes deals from more than 2,000 travel and entertainment companies.

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