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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
TRAVELNOW.COM INC.
AT
$4.16 NET PER SHARE
BY
WONSUB, INC.
A WHOLLY-OWNED SUBSIDIARY OF
HOTEL RESERVATIONS NETWORK, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 9, 2001, UNLESS THE OFFER IS EXTENDED.
January 12, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated January 12,
2001 (as amended or supplemented from time to time, the "Offer to Purchase"),
and the related Letter of Transmittal (the "Letter of Transmittal," which,
together with the Offer to Purchase, as each may be amended or supplemented from
time to time, collectively constitute the "Offer") relating to the Offer by
Wonsub, Inc., a Delaware corporation (the "Purchaser") and a wholly-owned
subsidiary of Hotel Reservations Network, Inc., a Delaware corporation ("HRN"),
to purchase all outstanding shares of common stock, par value $0.01 per share
(the "Shares"), of TravelNow.com Inc., a Delaware corporation (the "Company"),
at $4.16 per Share, net to the seller in cash, without interest thereon, on the
terms and subject to the conditions set forth in the Offer.
Also enclosed is the Company's Solicitation/Recommendation Statement on
Schedule 14D-9.
THIS MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES HELD BY
US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE (OR OUR NOMINEE IS)
THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH
SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender on your behalf
any or all of the Shares held by us for your account, pursuant to the terms and
conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer price is $4.16 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the condition of the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares which, together with Shares then owned by HRN, represents a majority of
the total issued and outstanding Shares on a fully diluted
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basis as of the date such Shares are purchased pursuant to the Offer (the
"Minimum Condition") and the satisfaction or waiver of certain conditions
described in Section 13 of the Offer to Purchase. The Offer is not conditioned
on the Purchaser obtaining financing.
4. The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of January 3, 2001, by and among the Company, HRN
and the Purchaser. The Merger Agreement provides that, among other things,
following the consummation of the Offer and the satisfaction or waiver of the
other conditions set forth in the Merger Agreement, the Purchaser will be merged
with and into the Company (the "Merger"). Pursuant to the Merger Agreement, each
issued and outstanding Share (other than Shares owned by the Company, HRN or the
Purchaser or Shares that are held by stockholders exercising dissenters' rights
under Delaware law, if available) shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and represent the
right to receive an amount in cash, without interest thereon, equal to the price
paid for each Share pursuant to the Offer.
5. The board of directors of the Company has determined that the Offer and
the Merger are fair to, and in the best interests of, the Company and its
stockholders (other than HRN, the Purchaser or their affiliates and the Selling
Stockholders (as defined in the Offer to Purchase)), has unanimously approved
and declared advisable the Merger Agreement and the transactions contemplated
thereby, including, the Offer and the Merger and unanimously recommends that the
Company stockholders (other than HRN, the Purchaser or their affiliates and the
Selling Stockholders (as defined in the Offer to Purchase)) accept the Offer and
tender all of their Shares pursuant thereto.
6. Any stock transfer taxes applicable to a sale of Shares to the Purchaser
will be borne by the Purchaser, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
7. Tendering stockholders will not be charged brokerage fees or commissions
by the Dealer Manager, the Depositary or the Information Agent, or, except as
set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares by Purchaser pursuant to the Offer. However, federal income
tax backup withholding at a rate of 31% may be required, unless an exemption is
provided or unless the required taxpayer identification information is provided.
See Instruction 9 of the Letter of Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the Expiration Date (as defined in the Offer to
Purchase).
If you wish to have us tender on your behalf any or all of the Shares held
by us for your account, please so instruct us by completing, executing,
detaching and returning to us the instruction form contained in this letter. An
envelope in which to return your instructions to us is enclosed. If you
authorize tender of your Shares, all such Shares will be tendered unless
otherwise indicated on such instruction form. YOUR INSTRUCTIONS SHOULD BE
FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION DATE.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by Mellon Investor Services LLC (the
"Depositary") of (1) certificates for such Shares or timely confirmation of the
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the procedures set forth in Section 3 of the Offer to Purchase, (2) the Letter
of Transmittal (or a manually signed facsimile thereof), properly completed and
duly executed, with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offering to
Purchase)) and (3) any other documents required by such Letter of Transmittal.
Accordingly, tendering stockholders may be paid at different times depending
upon when certificates for Shares or Book-Entry
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Confirmations with respect to Shares are actually received by the Depositary.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR SHARES,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING PAYMENT PURSUANT
TO THE OFFER.
The Offer is not being made to, nor will tenders be accepted from, or on
behalf of, holders of Shares in any jurisdiction in which the making or
accepting of the Offer would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities or blue sky laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed
made on behalf of the Purchaser by CIBC World Markets Corp., the Dealer Manager
for the Offer, or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF TRAVELNOW.COM INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
dated January 12, 2001 (as amended or supplemented from time to time, the "Offer
to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal", which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, collectively constitute the "Offer") relating
to the Offer by Wonsub, Inc., a Delware corporation, to purchase at $4.16 per
Share, net to the seller in cash, without interest thereon, all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of
TravelNow.com Inc., a Delaware corporation.
This will instruct you to tender to the Purchaser the number of Shares
indicated below held by you for the account of the undersigned, on the terms and
subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal.
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<S> <C>
Number of Shares to be Tendered:* SIGN HERE:
-------------------------------------- Shares
Account Number: --------------------------------------------
--------------------------------------------
Signature(s)
--------------------------------------------
Daytime Area Code and Tel. No.
--------------------------------------------
Taxpayer Identification No. or Social
Security No.
--------------------------------------------
Dated: --------------------------------, 2001
--------------------------------------------
(Please print name(s) and address(es))
</TABLE>
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* Unless otherwise indicated, it will be assumed that all your Shares held by
us for your account are to be tendered.
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