Cendant Commences Cash Tender Offers for Orbitz at $27.50 Per Share
06 10월 2004 - 11:19PM
PR Newswire (US)
Cendant Commences Cash Tender Offers for Orbitz at $27.50 Per Share
NEW YORK, Oct. 6 /PRNewswire-FirstCall/ -- Cendant Corporation
(NYSE:CD) announced today that an indirect wholly owned subsidiary
of Cendant has commenced simultaneous cash tender offers to acquire
all outstanding Class A and Class B shares of common stock of
Orbitz, Inc. (NASDAQ:ORBZ) at a price of $27.50 per share. Cendant
and Orbitz announced on September 29, 2004 that the two companies
had signed a definitive merger agreement for Cendant to acquire
Orbitz. The board of directors of Orbitz unanimously determined
that Cendant's offers are fair to the holders of Orbitz's common
stock and recommended that such holders tender their Class A and
Class B shares of common stock into the offers and approve and
adopt the merger agreement. A special committee of the board of
directors of Orbitz, comprised solely of disinterested and
independent directors, unanimously determined that Cendant's offer
for the Class A shares of common stock of Orbitz is fair to the
holders of such Class A shares (other than the founding airlines of
Orbitz) and recommended that such holders tender their Class A
shares and approve and adopt the merger agreement. In addition, all
holders of Class B shares and Jeffrey G. Katz, Chairman, President
and Chief Executive Officer of Orbitz, have agreed to irrevocably
tender all of their shares (subject to the terms of the applicable
Stockholder Agreement between each holder of Class B shares and
Cendant, and in the case of United Air Lines, Inc., to the required
approvals of the United States Bankruptcy Court), which represent,
in the aggregate, approximately 61% of the outstanding shares of
Orbitz's common stock on a fully diluted basis and approximately
95% of the voting power of the outstanding shares of Orbitz's
common stock as of September 24, 2004. The board of directors of
Cendant has also unanimously approved the transactions. The tender
offers are subject to certain conditions set forth in the Offer to
Purchase referenced below. Unless the tender offers are extended,
the tender offers and any withdrawal rights to which holders of
Orbitz's common stock may be entitled will expire at 12:00
midnight, New York City time, on November 10, 2004. Following the
acceptance for payment of shares in the tender offers, Cendant
intends to cause its acquisition subsidiary to be merged into
Orbitz, with Orbitz surviving the merger as an indirect wholly
owned subsidiary of Cendant. In the merger, any Orbitz stockholders
who have not tendered their shares and had them accepted for
payment in the tender offers will become entitled to receive the
same cash price per share paid in the tender offers, subject to
their appraisal rights under Delaware law. The complete terms and
conditions of the tender offers are set forth in the Offer to
Purchase, Letter of Transmittal and other related materials being
filed by Cendant and Robertson Acquisition Corporation with the
SEC. In addition, Orbitz will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the tender offers. Copies of the Offer to Purchase, Letter of
Transmittal and other related materials, including the
Solicitation/Recommendation Statement, are available from Georgeson
Shareholder Communications Inc., the information agent for the
tender offers at (888) 264-6994 (Toll Free). Banks and brokers are
asked to call (212) 440-9800. Mellon Investor Services LLC is
acting as depositary for the tender offers. The dealer manager for
the offers is Citigroup Global Markets Inc. Notice To Investors
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer
statement being filed with the SEC on Schedule TO (including the
Offer to Purchase, Letter of Transmittal and other offer documents)
and the Solicitation/Recommendation Statement being filed with the
SEC on Schedule 14D-9 contain important information that should be
read carefully before any decision is made with respect to the
tender offers. Those materials are available to Orbitz security
holders at no expense to them. In addition, all of those materials
(and all other offer documents filed with the Securities and
Exchange Commission) will be available at no charge on the
Securities and Exchange Commission's Website at
http://www.sec.gov/. About Orbitz Orbitz is a leading online travel
company that enables travelers to search for and purchase a broad
array of travel products, including airline tickets, lodging,
rental cars, cruises and vacation packages. Since launching its Web
site to the general public in June 2001, Orbitz has become the
third largest online travel site based on gross travel bookings. On
http://www.orbitz.com/, consumers can search more than 455
airlines, as well as rates at tens of thousands of lodging
properties worldwide and at 22 car rental companies. About Cendant
Travel Distribution Services Cendant Corporation's (NYSE:CD) Travel
Distribution Services Division, is one of the world's largest and
most geographically diverse collections of travel brands and
distribution businesses. The division, employing nearly 5,000
people in more than 116 countries, includes: Galileo, a leading
global distribution system (GDS), serving more than 44,000 travel
agencies and over 60,000 hotels; hotel distribution and services
businesses (TRUST, THOR, WizCom and Neat Group); leading online
travel agencies (CheapTickets.com, Lodging.com, HotelClub.com and
RatesToGo.com); Shepherd Systems, an airline market intelligence
company; Travelwire, an international travel technology and
software company; Travel 2/Travel 4, a leading international
provider of long-haul air travel and travel product consolidator;
and Travelport, a provider of online global corporate travel
management solutions. About Cendant Corporation Cendant Corporation
is primarily a provider of travel and residential real estate
services. With approximately 90,000 employees, New York City-based
Cendant provides these services to businesses and consumers in over
100 countries. More information about Cendant, its companies,
brands and current SEC filings may be obtained by visiting the
Company's Web site at http://www.cendant.com/ or by calling
877-4INFOCD (877-446-3623). Statements about the expected effects
on Cendant of the acquisition of Orbitz, statements about the
expected timing, certainty and scope of the acquisition and all
other statements in this release other than historical facts are
forward-looking statements. Forward-looking statements include
information about possible or assumed future financial results and
usually contain words such as "believes," "intends," "expects,"
"anticipates," "estimates", or similar expressions. These
statements are subject to risks and uncertainties that may change
at any time, and, therefore, actual results may differ materially
from expected results due to a variety of factors, including but
not limited to, the satisfaction of the conditions to closing of
the offers. We caution investors not to place undue reliance on the
forward- looking statements contained in this press release. These
statements speak only as of the date of this press release, and we
undertake no obligation to update or revise the statements, risks
or reasons. All forward-looking statements are expressly qualified
in their entirety by this cautionary statement. DATASOURCE: Cendant
Corporation CONTACT: Cendant Media Relations Contacts - Kate
Sullivan, Cendant Travel Distribution Services Division,
+1-973-496-4540; or Cendant Investor Relations Contacts - Sam
Levenson, +1-212-413-1832, or Henry A. Diamond, +1-212-413-1920; or
Cendant Corporation - Elliot Bloom, +1-212-413-1832, or Jonathan
Mairs of Ogilvy Public Relations Worldwide, +1-212-880-5353; or
Orbitz Media Relations Contacts - Carol Jouzaitis, +1-312-894-4774,
or Steve Frankel, Abernathy McGregor, +1-212-371-5999; or Orbitz
Investor Relations Contact - Frank Petito, +1-312-894-4830 Web
site: http://www.cendant.com/ http://www.orbitz.com/
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