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NEWS RELEASE
Contacts
Theda W. Page Whitehead Dan Toporek
Sabre GetThere
(817) 967-1859 (650) 752-1627
[email protected] [email protected]
SABRE TO ACQUIRE GETTHERE
CREATES LEADING E-COMMERCE TRAVEL PLATFORM FOR CORPORATIONS AND SUPPLIERS
Fort Worth, Texas/Menlo Park, California, (August 28, 2000) - Sabre
Holdings Corporation (NYSE: TSG), the world leader in travel marketing and
distribution, today announced that it has entered into an agreement to
acquire GetThere, Inc. (NASDAQ:GTHR) in an all cash tender offer for all
outstanding shares of GetThere common stock at $17.75 per share, or $757
million. The acquisition will bring together the top two players in the
online business-to-business corporate travel channel and the
business-to-consumer e-commerce channel for airlines, travel suppliers and
travel agencies.
GetThere would be combined with the Sabre Business Travel Solutions
(BTS) unit to create the industry's leading online travel platform for
corporations and suppliers, with leading-edge technologies, innovative
services and content, and an unparalleled roster of blue-chip customers.
Upon closing of the transaction, the new Sabre company will operate under the
GetThere name and will be based in Menlo Park, California. Gadi Maier,
current GetThere chairman, president and CEO, will be president of the
combined organization, and will report to Hannigan.
"This acquisition will establish Sabre as the category leader in the
fast growing online corporate and supplier Web site space," said William J.
Hannigan, chairman, president and chief executive officer of Sabre.
"Together, we will bring expanded benefits to customers, suppliers and
shareholders. Our combined technology and expertise will enable us to offer
the broadest range of services and content, and to create enhanced
revenue-generating opportunities in a rapidly changing marketplace."
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"We are pleased that Gadi Maier has agreed to lead this new Sabre
company and look forward to working with him as a key member of our senior
management team," said Hannigan.
"By combining the competencies and resources of both GetThere and
Sabre, we can deliver unparalleled services globally," said Gadi Maier.
"Together, we will accelerate the proliferation of online travel technology
and continue to revolutionize the travel industry."
The acquisition will bring together an extensive list of customers,
representing an estimated $28 billion in travel and entertainment spending.
Corporate customers, which include Boeing, Chevron, Cisco Systems, Citicorp,
Dell, General Electric, Lucent, Nike and Nortel, have already reduced their
travel expenses by up to 30 percent through the implementation of tools from
Sabre and GetThere. In addition, travel suppliers and retailers leverage the
technology capabilities of GetThere and Sabre to deliver best in class
consumer Web sites. These customers include major airlines such as United
Airlines, America West, US Airways and Swissair, and retailers such as
American Express, Cheap Tickets and Travelocity.com.
Under the terms of the agreement, which was unanimously approved by
GetThere's board of directors, the transaction will include a tender offer,
which is expected to commence during the week of September 4, 2000. The
transaction is expected to close in the fourth quarter of 2000, subject to
regulatory clearance and customary closing conditions.
The combined businesses will have estimated 2000 revenues of
approximately $50 million and are anticipated to help fuel Sabre's growth
over the long term. The financial impact of this acquisition, coupled with
the cost-savings of approximately $100 million generated from the Sabre's
worldwide cost-cutting initiative described below, will have a neutral impact
to earnings in 2001.
Sabre has made a number of recent strategic investments in support of
its strategy to be the premier electronic travel marketing and distribution
company. Earlier this month the
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company acquired Gradient Solutions Limited, a Dublin, Ireland based
technology company that provides e-commerce solutions to the global travel
marketplace. In June, the company announced the acquisition of a 51 percent
ownership in Dillon Communications Systems, the fastest-growing supplier of
electronic travel distribution in Germany. Earlier this year the company
merged Preview Travel and Travelocity.com, creating the clear leader in the
consumer online travel channel.
In a separate announcement today, Sabre also announced a worldwide
cost-cutting initiative designed to position the company for increased growth
and profitability. The company-wide program supports an effort launched
several months ago to improve efficiencies and flatten the organization,
thereby increasing speed and agility. The plan includes the elimination of
approximately 1200 jobs over the next several months, through a combination
of attrition and layoffs, and is expected to bring annual savings of $100
million beginning in 2001.
ABOUT SABRE
Sabre is the global leader in applying information technology to meet the
needs of the travel and transportation industries with advanced and
innovative technology skills to deliver progressive solutions. Headquartered
in Dallas/Fort Worth, Texas, the company has more than 10,000 employees
worldwide who span 45 countries. Sabre reported 1999 revenues of $2.4
billion, up 5.6 percent from 1998. Net earnings excluding special items were
$264 million, up 15.2 percent from the prior year. More information on Sabre
is available on the World Wide Web at http://www.sabre.com. Sabre and the
Sabre logo are registered trademarks of an affiliate of Sabre. Sabre
maintains a 70% ownership interest in Travelocity.com (Nasdaq: TVLY), the
world's leading online B2C travel site.
ABOUT GETTHERE
GetThere operates one of the world's largest Internet marketplaces focused on
business-to-business travel services. GetThere's systems are used to provide
online travel procurement to employees at leading corporations such as
Boeing, Chevron, Cisco, Cox Communications, Lucent, MetLife, Nike and Xerox.
GetThere also powers online travel sites for leading airlines, including
Alitalia, All Nippon Airways, America West, British Airways, Northwest
Airlines, TWA and United Airlines. GetThere can be found on the Web at
http://www.GetThere.com.
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This news release is for informational purposes only. It does not constitute
an offer to purchase shares of GetThere or a solicitation/recommendation
statement under the rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC"). At the time Sabre commences a tender offer, Sabre
will file with the SEC a tender offer
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statement and GetThere will file with the SEC a solicitation/recommendation
statement in response to that tender offer. THOSE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION AND SECURITY HOLDERS OF GETTHERE ARE ADVISED TO
CAREFULLY READ THOSE DOCUMENTS (WHEN THEY BECOME AVAILABLE) BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER.
The offer to purchase and other offer documents included in the tender offer
statement, as well as the solicitation/recommendation statement, will be made
available to all shareholders of GetThere at no expense to them. Security
holders may obtain a free copy of the solicitation/recommendation statement
(when available) and other documents filed by GetThere or Sabre with the SEC
at the SEC's web site at http://www.sec.gov. Free copies of the
solicitation/recommendation statement, once available, and other filings by
GetThere with the SEC may also be obtained by directing a request to GetThere
Inc., 4045 Campbell Avenue, Menlo Park, California 94025, Attention:
Investor Relations, Telephone: 650.752.1500.
Statements in this news release that are not purely historical facts,
including statements about anticipated or expected future revenue and
earnings growth, are forward looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. All forward-looking
statements in this release are based upon information available to Sabre and
GetThere on the date of this release. Any forward looking statements involve
risks and uncertainties that could cause actual events or results to differ
materially from the events or results described in the forward looking
statements, including risks related to: maintaining existing GetThere
customer and employee relationships; competition and technological innovation
by competitors; risks related to technology, including the integration of the
Sabre and GetThere technology; seasonality of the travel industry and booking
revenues; sensitivity to general economic conditions and events that affect
airline travel; risks associated with international operations; and legal and
regulatory issues. Further information regarding factors that could affect
Sabre's financial and other results is included in Sabre's and GetThere's
filings with the Securities and Exchange Commission. Sabre and GetThere
undertake no obligation to publicly update or revise any forward looking
statements, whether as a result of new information, future events or
otherwise. Readers are cautioned not to place undue reliance on
forward-looking statements.
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