Fusion Corporate Partners

OpenTable, a leading provider of free online reservations for diners and guest management systems for restaurants, has entered into a definitive agreement to acquire toptable.com, a leading restaurant reservation site in the United Kingdom, for approximately $55 million USD in cash.

“This acquisition of toptable.com is designed to accelerate the growth of our business in the United Kingdom in a meaningful way,” said Jeff Jordan, President and CEO, OpenTable. “By combining toptable.com’s robust consumer destination site for diners with our best-in-class software for restaurants, we will be able to provide a superior service to restaurants and diners in the United Kingdom.”

“This is an important milestone in toptable’s history. There’s always been mutual admiration between the two companies, and we’re really excited about the future, working as a combined force,” said Karen Hanton MBE, founder of toptable.com.

Transaction and Financial Information

OpenTable will acquire the entire issued share capital, including outstanding options, of privately-held toptable.com for approximately $55 million USD. The transaction is expected to close in the fourth quarter of 2010 and is subject to customary closing conditions. OpenTable plans to finance the acquisition with existing cash, cash equivalents and short-term investments. For the fiscal year 2009, toptable.com reported revenues of approximately £6.3 million and net income of £750,000. OpenTable believes it will incur approximately $500,000 in non-recurring transaction and integration costs in both Q3 and Q4, or a total of $1 million through the end of the year. OpenTable will file a Current Report on Form 8-K that will include as an exhibit the Share Purchase Agreement for the acquisition.

BofA Merrill Lynch is acting as financial advisor and Latham & Watkins LLP as legal counsel to OpenTable; Allen & Company is acting as financial advisor and Bird & Bird LLP as legal counsel to toptable.com.

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