<PAGE>
EXHIBIT 99(a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation
of an offer to sell Shares (as defined below). The Offer (as defined below)
is made solely by the Offer to Purchase, dated September 11, 2000, and the
related Letter of Transmittal (and any amendments or supplements thereto) and
is being made to all holders of Shares. Offeror (as defined below) is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Offeror becomes aware of any valid state statute prohibiting the making of
the Offer, Offeror will make a good faith effort to comply with such statute.
If, after such good faith effort, Offeror cannot comply with any such
statute, the Offer will not be made to (nor will tenders be accepted from or
on behalf of) the holders of Shares in such state. If the securities laws of
any jurisdiction require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of Offeror by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
GetThere Inc.
at
$17.75 Net Per Share
by
GetThere Acquisition Corp.
A Wholly Owned Subsidiary of
Sabre Holdings Corporation
GetThere Acquisition Corp., a Delaware corporation ("Offeror") and a
wholly owned subsidiary of Sabre Holdings Corporation, a Delaware corporation
("Parent"), is offering to purchase all outstanding shares of Common Stock, par
value $0.0001 per share (the "Shares"), of GetThere Inc., a Delaware corporation
(the "Company"), at a purchase price of $17.75 per Share, net to the seller in
cash, without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 11, 2000, and in
the related Letter of Transmittal (which together with the Offer to Purchase and
any amendments or supplements thereto collectively constitute the "Offer"). See
the Offer to Purchase for capitalized terms used but not defined herein.
Stockholders of record who tender directly to the Depositary (as defined below)
will not be obligated to pay brokerage fees or commissions or, except as set
forth in Instruction 6 to the Letter of Transmittal, stock transfer taxes with
respect to the purchase of Shares by Offeror pursuant to the Offer. Stockholders
who hold their Shares through a broker or bank should consult such institution
as to whether it charges any service fees. Offeror will pay all fees and
expenses of EquiServe Trust Company (the "Depositary") and D.F. King & Co., Inc.
(the "Information Agent") for their respective services in connection with the
Offer and the Merger (as defined below).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, OCTOBER 6, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn immediately prior to the expiration of the
Offer that minimum number of Shares which would represent a majority of the
Shares that are then outstanding on a fully diluted basis after giving effect to
the exercise or conversion of all options, rights and securities exercisable or
convertible into or exchangeable for Shares (the "Minimum Tender Condition") and
(ii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the regulations thereunder having expired or been
terminated prior to the expiration of the Offer. The Offer is also subject to
the satisfaction of certain other conditions described in Section 15 of the
Offer to Purchase. The Offer is not conditioned on obtaining financing.
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The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of August 28, 2000 (the "Merger Agreement"), by and among Parent, Sabre
Inc. ("Parent Sub") and the Company. Subsequent to entering into the Merger
Agreement, Parent Sub assigned its rights and obligations under the Merger
Agreement and the Stockholder Agreements (as defined below) to Offeror pursuant
to an Assignment and Assumption Agreement dated August 30, 2000 (the "Assignment
and Assumption Agreement"). Any description of the Merger Agreement or
Stockholder Agreements provided herein gives effect to the Assignment and
Assumption Agreement.
The Merger Agreement provides, among other things, for the making of
the Offer by Offeror, and further provides that, upon the terms and subject to
certain conditions of the Merger Agreement, Offeror will be merged with and into
the Company (the "Merger"), with the Company continuing as the surviving
corporation (the "Surviving Corporation") as a wholly owned subsidiary of
Parent. The Merger Agreement is more fully described in Section 13 of the Offer
to Purchase. The Merger is subject to certain conditions, including the approval
of the Merger Agreement by stockholders of the Company, if such approval is
required by applicable law. See Section 12 of the Offer to Purchase. In the
Merger, each issued and outstanding Share (other than Shares held by the Company
as treasury stock or owned by Parent, Offeror or any subsidiary of Parent, which
shall be cancelled and retired, with no payment made with respect thereto, and
other than Shares with respect to which appraisal rights are properly exercised)
will be converted into the right to receive from the Surviving Corporation the
Offer Price, upon the terms and subject to the conditions set forth in the
Offer, and upon surrender of certificates formerly representing such Shares.
Concurrently with entering into the Merger Agreement, Offeror and
Parent entered into Stockholder Agreements, dated as of August 28, 2000 (the
"Stockholder Agreements"), with certain stockholders of the Company
(together, the "Stockholder Parties"), whereby the Stockholder Parties
granted to Offeror an option to purchase all, but not less than all, of their
Shares, whether now owned or later acquired (the "Option"). The Stockholder
Parties also agreed to vote in favor of the Merger and to take certain
actions which would facilitate, and refrain from taking certain actions which
would impede, the transactions contemplated by the Merger Agreement. The
Stockholder Parties currently own approximately 28.5% of all outstanding
Shares. The Stockholder Agreements are more fully described in Section 13 of
the Offer to Purchase.
The Board of Directors of the Company has unanimously (a) determined
that each of the Offer, the Merger and the Merger Agreement is fair to and in
the best interests of the stockholders of the Company, (b) approved the Offer
and the Merger, (c) approved and adopted the Merger Agreement, the execution
of the Merger Agreement and the transactions contemplated by the Merger
Agreement and (d) recommended that the holders of Shares accept the Offer and
tender their Shares in the Offer.
For purposes of the Offer, Offeror will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly validly
withdrawn as, if and when Offeror gives oral followed by written notice to the
Depositary of Offeror's acceptance of such Shares for payment pursuant to the
Offer. Upon the terms and subject to the conditions of the Offer, payment for
Shares purchased pursuant to the Offer will be made by deposit of the purchase
price therefor with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from Offeror and transmitting
such payment to tendering stockholders whose Shares have been accepted for
payment. Upon the deposit of funds with the Depositary for the purpose of making
payments to tendering stockholders, Offeror's obligation to make such payment
will be satisfied, and tendering stockholders must thereafter look solely to the
Depositary for payments of amounts owed to them by reason of the acceptance for
payment of Shares pursuant to the Offer. In all cases, payment for Shares
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accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates evidencing such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at The Depository Trust Company ("DTC"), pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, (ii) a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof) with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, and (iii) any other documents required by the Letter of
Transmittal.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Friday, October 6, 2000, unless Offeror shall have extended the period of time
for which the Offer is open, in accordance with the terms of the Merger
Agreement in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by Offeror (other than any extension
with respect to a Subsequent Offering Period (as defined in Rule 14d-1(g)(8) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), described
below), shall expire. Pursuant to the Merger Agreement, if at the then scheduled
Expiration Date any of the conditions to the Offer has not been satisfied,
Parent will cause Offeror to cause the Offer not to expire until 30 business
days after such time as all of the conditions to the Offer have been satisfied
or waived, except for the Minimum Tender Condition. Offeror may, without the
consent of the Company, further extend the Offer, (i) for any period required by
any rule, regulation, interpretation or position of the Securities and Exchange
Commission or the staff thereof applicable to the Offer and (ii) from time to
time, for an aggregate period of not more than ten (10) business days beyond the
latest expiration date that would be permitted under the preceding sentence or
clause (i) of this sentence. Offeror's rights and obligations to extend the
Offer as described in this paragraph are subject to Parent's and the Company's
rights to terminate the Merger Agreement. See Section 13 of the Offer to
Purchase. Subject to the foregoing restrictions, Offeror reserves the right (but
will not be obligated), in its reasonable discretion, to extend the period
during which the Offer is open by giving oral followed by written notice of such
extension to the Depositary and by making a public announcement of such
extension. There can be no assurance that Offeror will exercise its right to
extend the Offer. If the Minimum Tender Condition or any of the other Offer
conditions has not been satisfied by the Expiration Date, Offeror may elect (i)
subject to the qualifications described above with respect to the extension of
the Offer, to extend the Offer and, subject to applicable withdrawal rights, to
retain all tendered Shares until the expiration of the Offer, as extended,
subject to the terms of the Offer, (ii) subject to complying with applicable
rules and regulations of the Securities and Exchange Commission and the terms of
the Merger Agreement (including, if necessary, obtaining the prior written
consent of the Company), to waive all unsatisfied conditions and accept for
payment all Shares so tendered and not extend the Offer, (iii) subject to the
terms of the Merger Agreement, to amend the Offer or (iv) subject to the terms
of the Merger Agreement, to terminate the Offer and not accept for payment any
Shares and return all tendered Shares to tendering stockholders.
In the Merger Agreement, Parent and Offeror have expressly reserved the
right to modify the terms of the Offer, except that neither Parent nor Offeror
may, without the prior written consent of the Company, (i) decrease the price
per Share payable in the Offer, (ii) change the form of consideration payable in
the Offer, (iii) decrease the number of Shares sought pursuant to the Offer
(except as described in the following sentence), (iv) change or modify the
conditions to the Offer in a manner adverse to the Company or holders of Shares,
(v) impose additional conditions to the Offer or (vi) amend any term of the
Offer in any manner adverse to the Company or holders of Shares. Also, the
Merger Agreement provides that Offeror may waive any of the Offer conditions in
its reasonable
<PAGE>
discretion; provided, however, that, without the consent of the Company,
Offeror may not waive the Minimum Tender Condition unless Offeror (i) is
permitted by applicable law to do so and (ii) exercises the Option
immediately following the consummation of the Offer and acquires title to all
of the Shares subject to the Option and as a result of such exercise and
purchase of Shares under the Offer, the aggregate amount of Shares acquired
by Offeror exceeds the Minimum Tender Condition.
Offeror expressly reserves the right to delay payment for Shares in
order to comply in whole or in part with any applicable law, subject to the
provisions of Rule 14e-1(c) under the Exchange Act, which requires that Offeror
pay the Offer Price or return the Shares deposited by or on behalf of
stockholders promptly after the termination or withdrawal of the Offer (without
affecting Offeror's right to pay for Shares tendered during any Subsequent
Offering Period in accordance with Rule 14d-11 under the Exchange Act). Under no
circumstances will interest be paid on the purchase price of the Shares to be
paid by Offeror, regardless of any extension of the Offer or any delay in making
such payment. Any extension of the period during which the Offer is open, or
delay in acceptance for payment, or termination or amendment of the Offer, or
waiver of an Offer condition, will be followed, as promptly as practicable, by
public announcement thereof, such announcement in the case of an extension to be
issued not later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date in accordance with the public
announcement requirements of Rule 14d-4(c) under the Exchange Act.
Rule 14d-11 under the Exchange Act permits Offeror, subject to certain
conditions, to provide a Subsequent Offering Period following the expiration of
the Offer on the Expiration Date. A Subsequent Offering Period is an additional
period of time from three business days to 20 business days in length, beginning
after Offeror purchases Shares tendered in the Offer, during which stockholders
may tender, but not withdraw, their Shares and receive the Offer Price. Under
the terms of the Merger Agreement, Offeror may provide for a Subsequent Offering
Period. During a Subsequent Offering Period, Offeror will promptly purchase and
pay for all Shares tendered at the same price paid in the Offer. If Offeror
elects to provide a Subsequent Offering Period, Offeror will notify stockholders
consistent with the requirements of the Securities and Exchange Commission.
Except as otherwise provided in Section 4 of the Offer to Purchase, tenders of
Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to
the Offer may be withdrawn pursuant to the procedures set forth below at any
time prior to the Expiration Date and, unless theretofore accepted for payment
pursuant to the Offer, may also be withdrawn at any time after November 10,
2000. For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase. Any
notice of withdrawal must specify the name, address and taxpayer identification
number of the person who tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name in which the certificates representing such
Shares are registered, if different from that of the person who tendered the
Shares. If certificates for Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such certificates, the serial numbers shown on such certificates must be
submitted to the Depositary and, unless such Shares have been tendered by an
Eligible Institution, the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been tendered pursuant to
the procedure for book-entry transfers set forth in Section 3 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at DTC to be credited with the withdrawn Shares. All questions as to the
form of documents and the validity, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be determined by Offeror, in
<PAGE>
its reasonable discretion, and its determination will be final and binding on
all parties. None of Offeror, Parent, the Depositary, the Information Agent
or any other person will be under any duty to give notification of any
defects or irregularities in tenders or incur any liability for failure to
give any such notification. Withdrawals of tenders of Shares may not be
rescinded, and any Shares properly withdrawn will thereafter be deemed not
validly tendered for any purposes of the Offer. However, withdrawn Shares may
be retendered by again following one of the procedures described in Section 3
of the Offer to Purchase, at any time prior to the Expiration Date or during
the Subsequent Offering Period, if any. Pursuant to Rule 14d-7 under the
Exchange Act, no withdrawal rights will apply to Shares tendered into a
Subsequent Offering Period and no withdrawal rights apply during the
Subsequent Offering Period with respect to Shares tendered in the Offer and
accepted for payment. See Section 1 of the Offer to Purchase.
The information required to be disclosed by Rule 14d-6(d)(1) of the
General Rules and Regulations under the Exchange Act is contained in the Offer
to Purchase and is incorporated herein by reference.
The Company has provided Offeror with the Company's stockholder list
and security position listings for the purpose of disseminating the Offer to
stockholders. The Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the Company's
stockholder list, or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
Stockholders are urged to read the Offer to Purchase and the related
Letter of Transmittal carefully before deciding whether to tender their Shares
pursuant to the Offer.
Questions and requests for assistance or for copies of the Offer to
Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or other
related materials may be directed to the Information Agent at its address and
telephone number set forth below, and copies will be furnished promptly at
Offeror's expense. Holders of Shares may also contact brokers, dealers,
commercial bankers and trust companies for additional copies of the Offer to
Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or other
related materials and copies will be furnished at Offeror's expense.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street, 20th Floor
New York, New York 10005
Banks and Brokers Call Collect (212) 425-1685
All Others Call Toll Free (800) 928-0153
September 11, 2000
