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EXTERNAL Q & A
EXTERNAL Q&A FOR INTERNAL USE IN RESPONDING TO EXTERNAL QUESTIONS
SABRE/GETTHERE ANNOUNCEMENT
STRATEGIC RATIONALE
1. WHY IS SABRE BUYING GETTHERE?
The combination of Sabre BTS and GetThere will create a clear leader in the
B2B online travel channel, with the broadest range of services and content.
This acquisition positions Saturn to capture a greater share of online
corporate travel. Moreover, the acquisition will position Sabre as the
leader in providing e-commerce solutions, Web site development, customer
relationship management and Web hosting to suppliers and retailers, i.e.
airlines and agencies. The resulting solution portfolio from the newly
combined companies of Gradient, Sabre, and GetThere create the largest,
most sophisticated set of e-commerce solutions for travel suppliers, travel
agencies and corporations.
2. WHY IS THIS A GOOD DEAL FOR SABRE SHAREHOLDERS? FOR GETTHERE SHAREHOLDERS?
Sabre shareholders will benefit from this strategic transaction as Sabre
significantly enhances its penetration into the fast-growing B2B corporate
travel space and B2B e-commerce for suppliers. The new company will also
create enhanced revenue generating opportunities. GetThere shareholders
will receive a premium of 46.4% over Friday's close.
3. ISN'T THIS ACQUISITION MORE OF A DEFENSIVE MOVE -- SABRE'S ATTEMPT TO
ELIMINATE A THREAT?
Absolutely not. This transaction creates a leading e-commerce platform for
corporations and travel suppliers. We believe that this transaction will
create revenue and cost synergies for the new entity that will accelerate
profitability and ultimately create value for our shareholders. Moreover,
the transaction supplements our recent acquisition of Gradient Solutions
Limited. With this acquisition, we are further expanding our capabilities
in Web hosting and Web reservations. Sabre BTS and GetThere have a limited
international presence. When we combine that presence with Gradient, we are
able to create a much broader presence in the international arena,
particularly with Gradient's multi-language and multi-currency
capabilities.
4. HOW DO YOU EXPECT CUSTOMERS TO RESPOND TO THIS COMBINATION? STRATEGIC
PARTNERS? SUPPLIERS?
This transaction brings a number of benefits to the customers of both
companies. Leading-edge technologies, and innovative services and content
are just a couple of the benefits. Our collective customers will benefit
from our efforts to combine the best of the product portfolio to provide
additional value.
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EXTERNAL Q & A
GetThere directors representing both United Airlines and American Express
participated in the vote in favor of this agreement. We expect that our
strategic partners and suppliers will react similarly.
5. HOW WILL YOU MAKE THIS INTO A PROFITABLE ENTITY?
Both the Sabre BTS line of business and GetThere have made good strides
toward profitability. We anticipate a number of cost synergies in marketing
and overall general and administrative expenses. In addition, the new
organization will have revenue synergies with the critical mass of
customers. We believe that these factors will contribute to profitability.
6. WHAT DOES EACH PARTNER BRING TO THE COMBINED ENTITY?
Sabre has a rich history of knowledge and relationships within the travel
industry throughout the world, as well as innovative technologies. Sabre
also brings seasoned core competencies in delivering mission-critical, high
performance, reliable e-commerce solutions for companies whose Internet
presence is critical to their success--Nobody delivers quality technical
solutions for the Internet like Sabre.
GetThere offers a comprehensive travel procurement solution with a
multi-GDS platform. In addition, utilizing cutting-edge technology,
GetThere builds advanced online reservations systems for airlines.
Both organizations have a team of talented individuals who have helped to
create the best products and deliver the best services for their respective
customers.
7. HOW WILL THE COMBINED ENTITY OPERATE AS PART OF SABRE'S CORPORATE
ORGANIZATION?
The organizational structure will be determined during integration
planning, which will be between signing and closing.
The new organization will be based in Menlo Park, CA, but will continue to
maintain a large presence in Fort Worth, TX. Gadi Maier will be the
president, reporting directly to Bill Hannigan. Scott Smith, senior vice
president and general manager of Sabre BTS will lead the combined corporate
market organization.
With respect to each company's Web development tools, we will examine what
is best for our customers as soon as practical after the close of the
transaction.
8. WHO ARE THE OTHER COMPETITORS IN THIS SPACE?
Oracle E-Travel, Res Assist, SAP, XOL, Datalex, Expedia, IBM and EDS, to
name a few.
9. WHAT DO YOU VIEW AS THE KEY STRATEGIC CHALLENGES FOR THE NEW ORGANIZATION?
Our biggest focus in the near term is ensuring a smooth transition for
customers and employees.
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EXTERNAL Q & A
10. AREN'T YOU PUTTING YOUR OWN CRS OUT OF BUSINESS WITH THE ACQUISITION OF
GRADIENT AND NOW GETTHERE?
No. We are strengthening Sabre because we are providing more B2B and B2C
solutions to enable our customers to succeed. When our customers grow, we
grow. Our CRS business is having a banner year thus far and is achieving
double digit growth rates.
11. WHAT ARE THE OPPORTUNITIES TO EXPAND BEYOND TRAVEL?
The core competency of the new organization is will be in the travel
industry, which offers a huge opportunity, especially in the online space.
Therefore, in the near term, our plan is to focus solely on travel.
However, the current model does have potential to expand beyond travel,
which we will consider in the long term.
It's important to keep in mind the potential for travel in the online
space. According to Forrester Research, Inc., online travel distribution in
the U.S. is expected to reach $29.4 billion by 2003, nearly four times the
1999 level. In addition, Forrester states that even though online travel is
still in its infancy, travel products are sold over the Internet more than
any other consumer product. The dollar volume of travel sales on the Web
currently surpasses that of software, books, music, apparel, games, toys,
videos and sporting goods combined.
12. DOES SABRE HAVE PLANS FOR ADDITIONAL ACQUISITIONS IN THE NEAR TERM, OR
OTHERWISE?
We are always looking at all strategic opportunities. However, what we are
discussing today is this acquisition and its benefits for our customers and
our shareholders.
13. DO YOU EXPECT SABRE WILL SPIN-OFF THE NEW ORGANIZATION IN THE FUTURE?
While there are no current plans to spin off the new organization, we will
always keep our strategic options open and do what we believe to be in the
best interest of our shareholders.
14. DO YOU EXPECT SABRE WILL CREATE A SEPARATE SECURITY (E.G., TRACKING STOCK)
FOR THE NEW ORGANIZATION IN THE FUTURE?
While there are no current plans to establish a separate security for the
new organization, we will always keep our strategic options open and do
what we believe is in the best interest of our shareholders.
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EXTERNAL Q & A
TRANSACTION
15. WHY ARE YOU PAYING A PREMIUM FOR GETTHERE?
We believe that GetThere is an outstanding organization with great
prospects and the value that we are paying is reflective of that. The
transaction reflects a 46% premium over GetThere's August 25th closing
price, which is consistent with market practice. If you look at their
average closing price over the past 6 months, the premium is 32.3%.
16. IS SABRE OVERPAYING FOR A MONEY-LOSING OPERATION?
No. The reality of today's Internet economy is that many of these companies
have losses. GetThere is growing very rapidly and addressing a large
market. We expect the new entity to generate profits earlier than if Sabre
BTS and GetThere were to remain as separate entities. And long term, the
benefits of clear market leadership will generate greater growth and
profitability.
17. WHY IS THIS TRANSACTION SO DILUTIVE TO SABRE EPS?
GetThere has not yet reached profitability, which will result in some
transaction dilution. A significant portion of this dilution results from
amortization of goodwill and other non-cash charges that are not included
in our adjusted EPS. Further, beginning in 2001, we expect that all
dilution from this transaction will be offset by the restructuring we
announced today. We expect that combining GetThere and Sabre BTS will
enable both businesses to reach profitability more quickly and to result in
earnings accretion.
18. DID SABRE AND GETTHERE EXPLORE OTHER COMPANIES AS POTENTIAL PARTNERS?
Yes, Sabre considered, as usual in any deal, other companies as potential
partners, but it was clear that GetThere was the best fit with respect to
strategic goals and potential synergies. Of course, you would have to speak
to GetThere about their discussions with other companies.
19. DO YOU EXPECT ANY OTHER SUITORS TO EMERGE DOWN THE ROAD?
That is always a possibility; however, the agreement provides protection
for Sabre, should other offers arise.
20. ARE THERE BREAK-UP FEES; CROSS OPTIONS?
Yes, there are break-up fees. There are no cross options.
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EXTERNAL Q & A
21. IS THE DEAL SUBJECT TO SHAREHOLDER VOTES?
The deal is structured as a tender offer and requires GetThere shareholders
to tender their shares rather than to vote on the transaction. The deal is
subject to the tender of shares by a majority of GetThere shareholders.
22. WHEN DO YOU EXPECT THE TRANSACTION TO CLOSE?
We anticipate closing in early to mid October of this year. Closing is
contingent upon regulatory approvals (Department of Justice for antitrust)
and the successful completion of the cash tender offer process [NOTE--if
more than 50% of the shares are tendered, but less than 90%, a shareholder
meeting will be called. If more than 90% of the shares are tendered, then
no shareholder meeting will be required]. Between now and closing, GetThere
and Sabre BTS will operate business as usual--taking care of current
customers and pursuing new ones.
23. IS THERE A COLLAR ON THE DEAL? HOW DOES IT WORK?
No. This is a simple cash tender offer.
FINANCIAL
24. WHAT TYPE OF SYNERGIES DOES SABRE EXPECT TO ACHIEVE? OVER WHAT TIME PERIOD?
We expect cost synergies in numerous areas, including marketing,
technology, and operations, as well as enhanced revenue growth resulting
from the market leadership of the new organization. We expect the result to
be an acceleration of profitability in both the corporate online channel
and the supplier Web site business. We also believe that the synergies will
allow the new entity to invest aggressively in new product development in
order to provide better products and services for customers.
25. GETTHERE IS EXPECTED TO LOSE A SIGNIFICANT AMOUNT OF MONEY THIS YEAR. WHEN
WILL THIS TRANSACTION BE ACCRETIVE TO SABRE SHAREHOLDERS?
Lte 2001 on an adjusted EPS basis (excluding lookthrough items, such as
goodwill amortization)
26. WHY ARE BOTH COMPANIES' STOCKS SO UNDERVALUED?
Sabre stock has been under pressure since our spin-off from AMR in March.
We anticipated some of this pressure based on the performance of other
companies who have had similar stock distributions. They, too, experienced
downward trends on their stock price immediately following the
distribution. Certainly, 83% of our stock hitting the market in one-day
creating some expected volatility. Many of the large institutional
shareholders of AMR stock received significant shares in Sabre. These
institutions do not invest in the technology sector and therefore have sold
their Sabre shares.
We can't speak for GetThere, but we do think that their stock price tracks
closely with other Internet B2B and Internet travel companies, especially
in the travel segment.
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EXTERNAL Q & A
27. WHAT IS THE EXPECTED INTERNAL RATE OF RETURN OF THE GETTHERE TRANSACTION?
We expect the return to be significant because this acquisition will
further Sabre's transition toward the digital economy.
28. HOW MUCH WILL SABRE AND GETTHERE EACH CONTRIBUTE TO THE NEW ORGANIZATION'S
TOTAL REVENUES?
GetThere's corporate business today is similar to that of Sabre BTS.
Because Sabre BTS is a part of Sabre, we have never broken out its
revenues. However, we anticipate that the new entity will account for
significant part of the online travel segment revenue.
29. HOW WILL THE NEW ORGANIZATION'S REVENUES BREAK OUT IN TERMS OF GEOGRAPHY?
IN TERMS OF PRODUCTS/SERVICES?
In the past, we have not disclosed detail financial information with
respect to Sabre BTS because that information was considered a part of
Sabre's overall financials. After the close of the transaction, we plan to
give business unit level financial details for all of Sabre's units.
30. HOW DO YOU EXPECT SABRE'S REVENUE MIX TO SHIFT WITH THIS ACQUISITION AND
THE NEW CORPORATE STRATEGY?
We expect the new organization to contribute significant revenue in 2002
and beyond.
31. WHEN DO YOU EXPECT THIS ENTITY TO BE PROFITABLE?
We anticipate profitability in late 2001.
32. WILL SABRE CONTINUE GETTHERE'S POLICY OF ISSUING WARRANTS TO MAJOR
CUSTOMERS?
Although we have issued warrants to major customers in some instances, we
do not currently have any plans to do so in the future. Should the market
require such action, we would certainly consider it.
33. HOW MUCH CAPITAL DOES SABRE PLAN TO INVEST IN THIS NEW ORGANIZATION?
Given the nature of this type of online business, major capital
expenditures are not required. What we will invest in is the next
generation of products and technologies in order to meet our customer
needs.
34. COULD YOU REVIEW SABRE'S BTS FINANCIALS OVER THE PAST SEVERAL YEARS --
REVENUES, OPERATING MARGINS, GROSS MARGINS?
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EXTERNAL Q & A
Although we have not previously disclosed Sabre B's financials, they are
typical of a startup B2B ecommerce entity.
MANAGEMENT / EMPLOYEES
35. WHAT IS THE SENIOR MANAGEMENT STRUCTURE OF THE COMBINED ENTITY? WHO WILL BE
THE NEW ORGANIZATION'S CEO? WHO WILL FILL THE TOP OPERATING POSITIONS?
Gadi Maier, current CEO of GetThere, will become president of the new
organization. Scott Smith, who is currently general manager of Sabre BTS,
will lead the combined corporate market organization.
We will make determinations for the Web development groups as soon as
practical after the close of the transaction.
36. WILL THE NEW ORGANIZATION'S MANAGEMENT TEAM REPORT INTO SABRE CORPORATE
MANAGEMENT?
Gadi Maier will report to Bill Hannigan, chairman, president and chief
executive officer of Sabre.
37. WILL THERE BE ANY GETTHERE REPRESENTATION ON THE SABRE BOARD?
No.
38. WHO WILL MANAGE THE TRAVEL SUPPLIER/RETAILER BUSINESSES?
Upon closing, no changes will be made to either Sabre's or GetThere's Web
Site development businesses. Jeff Harmon will continue to manage Sabre's
Web Res Business, which contains product s from Sabre and Gradient.
Gadi Maeir will manage GetThere's Web Site Development business.
After closing, we will determine how and if we should combine Sabre's Web
site development with GetThere's Web site development, based on what is
best for our customers.
39. DO YOU HAVE AN INTEGRATION PLAN? ARE INTEGRATION TEAMS IN PLACE?
We are confident that we can achieve a smooth combination of Sabre BTS and
GetThere. Both companies are committed to an orderly and efficient
integration and are developing a comprehensive plan for doing so. An
integration team is already in place and will oversee many aspects of the
combination; no cooperation on sales and marketing strategy and operations
will occur until the deal closes.
40. WHO WILL HAVE PRIMARY RESPONSIBILITY FOR THE INTEGRATION PROCESS?
Gadi Meier, the GetThere CEO, and Tom Klein, who is president of Sabre's
Emerging Businesses unit, will be responsible for the integration process.
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EXTERNAL Q & A
41. WHAT PARTS OF YOUR OPERATIONS WILL YOU BE CONSOLIDATING? OVER WHAT TIME
PERIOD?
After the close of the transaction, Sabre BTS and GetThere will consolidate
their operations. At that time, we will evaluate the best method to
integrate our two Web businesses.
42. HOW MANY EMPLOYEES SABRE BTS AND GETTHERE NOW HAVE? HOW MANY WILL NEW
ORGANIZATION HAVE?
There are approximately 225 Sabre BTS employees and 400 GetThere employees.
43. DO YOU ANTICIPATE CULTURAL ISSUES DURING THE INTEGRATION OF GETTHERE WITH
SABRE BTS? HOW WILL YOU ADDRESS THESE ISSUES?
The management teams of both companies have worked together over the last
several weeks to initiate, develop, negotiate and consummate the signing of
the merger agreement. We anticipate continued strong growth in our
relationship from now through the closing of the merger.
44. WHAT DO YOU PERCEIVE AS NEW ORGANIZATION'S GREATEST POTENTIAL INTEGRATION
PROBLEMS?
We anticipate that the integration issues will be minimal.
OPERATIONS
45. WILL THE NEW ORGANIZATION'S TECHNOLOGY PLATFORM BE A COMBINATION OF SABRE
BTS' AND GETTHERE'S EXISTING PLATFORMS?
We anticipate that during the integration process we will be able to
examine the best of both and eventually migrate to one that combines the
best of both.
46. HOW MANY CUSTOMERS DOES SABRE BTS HAVE? HOW MANY DOES GETTHERE HAVE? HOW
SOON WILL THE TWO COMPANIES' CUSTOMERS HAVE ACCESS TO THE FULL PRODUCT AND
SERVICES OFFERINGS OF THE COMBINED ENTITY?
Both companies have an impressive customer base of more than a thousand
combined customers. Customers include Cisco, Citicorp, Dell, GE, Lucent
Nike and Nortel on the corporate side. United, America West, US Airways and
SwissAir on the airline side. After the close of the transaction and the
integration process review, we will be able to make decisions regarding the
product and service offerings.
REGULATORY
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EXTERNAL Q & A
47. BESIDES HART-SCOTT-RODINO, DO YOU ANTICIPATE ANY REGULATORY/LEGISLATIVE
HURDLES THAT YOU WILL NEED TO CLEAR IN WASHINGTON?
We will be filing our HSR form promptly..
48. HOW LONG WILL THE APPROVAL PROCESS TAKE?
We expect the regulatory approval process to be completed by early to mid
October.
49. WHAT WILL YOU BE DOING IN WASHINGTON TO ENSURE THAT THIS TRANSACTION IS
APPROVED?
We will cooperate with regulators to ensure that they have the necessary
information in order to evaluate the transaction.
