Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 5 18K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 69 273K
Liquidation or Succession
3: EX-4.1 Instrument Defining the Rights of Security Holders 9 29K
4: EX-4.2 Instrument Defining the Rights of Security Holders 8 29K
5: EX-4.3 Instrument Defining the Rights of Security Holders 8 29K
6: EX-4.4 Instrument Defining the Rights of Security Holders 2 9K
7: EX-99.1 Miscellaneous Exhibit 6 21K
EX-99.1 — Miscellaneous Exhibit
EX-99.1 | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 99.1
Sabre's Travelocity.com and Preview Travel to Merge,
Establishing Clear Leader in Online Travel
-- Merger creates the leading online travel service in the largest retail
e-commerce category, with a combined registered membership base of 17
million and more than $1 billion in projected 1999 travel sales.<F1>
-- New enterprise to build upon strategic partnerships with major Internet
portals including America Online/Netscape, Yahoo!, Lycos, Go Network,
Excite, @Home and CompuServe.
-- Sabre to own 70 percent stake in the combined entity; existing Preview
Travel stockholders to hold 30 percent. Transaction strengthens Sabre's
leadership position as the number one global travel distribution system
for the Internet.
FORT WORTH, TX and SAN FRANCISCO, CA -Oct. 4, 1999 -Sabre Holdings
Corporation (NYSE: TSG) and Preview Travel, Inc. (NASDAQ: PTVL) today
announced the creation of a new company that combines Sabre's Travelocity.com
division with Preview Travel. The transaction creates the clear leader in
online travel, a new company that will be known as Travelocity.com. Sabre
will retain 70 percent ownership of the new company with the remaining 30
percent owned by Preview Travel stockholders. The new company will benefit
from a new, five-year contract with America Online, Inc. that makes
Travelocity.com the exclusive reservations engine for all travel-related
services within the AOL service, AOL.COM, CompuServe, Digital City and
Netscape, and provides Travelocity.com with a share of specified travel-
related advertising revenues. In addition, Yahoo! Inc. has extended its
existing contract with Travelocity.com and has agreed to invest in the new
entity.
The merger creates a new powerhouse in the online travel market, the largest
retail e-commerce category, projected to grow from $7.8 billion in 1999 to
$32.1 billion by 2004.<F2> The new, combined company will have more than
17 million registered memberships and more than eight million unique monthly
visitors -making it 50 percent larger than the next largest online travel
agency site.<F3> Travelocity.com will have established distribution
relationships with America Online//Netscape, Yahoo!, Lycos, Go Network,
Excite, @Home and CompuServe, among other leading Internet sites. Combined
travel sales for the two companies in the first half of 1999 totaled more
than $467 million. The new company is projected to be the third largest e-
commerce site after Amazon.com and eBay<F4>, and one of the top ten
travel agencies based on 1999 booking estimates.<F5>
At the close of the transaction, the combined business will be headquartered
in Fort Worth, Texas, with a significant operating presence in San Francisco.
Terrell B. Jones, president of Travelocity.com, will be the president and
chief executive officer of the new company. Donald J. Carty, chairman of
Sabre Inc., will serve as chairman of the board until a new Sabre chief
executive officer is named. James Hornthal, founder and chairman of Preview
Travel, Inc., will serve as vice chairman.
"The new Travelocity.com will bring together the very best of Travelocity and
Preview Travel -two successful and talented organizations -to create an
unparalleled combination of content and innovative services to online
consumers," Terrell B. Jones said. "We've long admired the Preview Travel
site for the experience it provides consumers. Going forward, as the leader
in online travel, our focus will continue to be on providing the best
shopping opportunities and customer support available anywhere -online or
offline."
"Bringing together the innovative technology solutions of Sabre's
Travelocity.com with Preview Travel's effective integration of content,
community, commerce and world-class customer service will benefit our
customers and our partners," James Hornthal said. "We expect the additional
scale that we will achieve throughout the enterprise to translate into long-
term consumer and stockholder value."
America Online Agreement
At close of the merger transaction between Travelocity and Preview Travel,
Travelocity.com will have a new five-year agreement with America Online.
Under the new deal, the new Travelocity.com will be the exclusive
reservations engine for all travel-related services within the AOL service,
AOL.COM, CompuServe, Digital City and Netscape. The AOL agreement will allow
users to access the same set of travel reservations services from each of
these AOL brands, providing a consistent and seamless experience from
multiple access points. The agreement also calls for a unique revenue
sharing structure designed to reward both companies based on the success of
their trend-setting partnership. AOL will share in commissions on travel
sales and Travelocity.com will share in advertising revenue.
Yahoo! Agreement
Sabre also announced that it has agreed on terms with Yahoo! Inc. for an
extension of the existing contract, strengthening the relationship between
Travelocity.com and Yahoo! Travel, Yahoo!'s comprehensive resource for
researching, planning and booking travel. The agreement will be contributed
to the new Travelocity.com as part of the merger. Yahoo! has also agreed to
make a minority investment in the new company, demonstrating additional
support of the ongoing relationship with Travelocity.com.
Merger Structure
Sabre will contribute the assets of Travelocity.com plus $50 million in cash
in exchange for 70 percent ownership in the new company, formed as a Delaware
limited partnership. Current Preview Travel stockholders will hold 30
-2-
percent of the combined entity through a new corporate entity,
Travelocity.com Inc. At the close of this transaction, Preview Travel shares
will convert 1:1 into shares of the new company, and Travelocity.com Inc.
will trade under the symbol TVLY on the NASDAQ National Market System.
The merger has been approved by both Sabre and Preview Travel boards of
directors, and is expected to close in first quarter 2000. The transaction
is subject to regulatory approval, customary closing conditions and requires
approval by Preview Travel's stockholders.
Preview Travel was advised by Hambrecht and Quist on the transaction, while
Sabre was advised by Goldman Sachs & Co.
Shareholder Benefits
"We have been committed to unlocking the value of Travelocity.com for Sabre's
shareholders," said Donald Carty, chairman of Sabre Inc. "Through the new
ownership structure, we've created a pure Internet play in which our
shareholders will own a majority stake of the third largest e-commerce site.
In addition, this transaction provides Travelocity.com with access to
Internet currency, and at the same time preserves the product development
synergies that exist between Travelocity.com and Sabre."
Once the two sites are fully integrated, the new Travelocity.com will use the
Sabre computer reservations system, strengthening Sabre as the largest
processor of travel transactions on the Internet and the leader in all other
channels of travel distribution. Sabre will consolidate the financial results
of the new company into its own financial reporting and will continue to
trade under the symbol TSG on the New York Stock Exchange. AMR's majority-
ownership of Sabre is unaffected by this transaction.
"Consolidation in growing markets is inevitable. The drive to achieve global
scale is incredibly compelling for us and our strategic marketing partners,"
said Chris Clouser, president and chief executive officer of Preview Travel,
Inc. "By combining resources with Travelocity, we are able to help write the
next chapter in online travel. We expect our clear leadership position will
pay important dividends, now and in the future, for our customers, employees
and shareholders."
About Travelocity.com
Travelocity.com is one of the largest online travel sites with $301 million
in gross travel sales for the first half of 1999, exceeding the total $285
million it recorded for all of 1998. Based on last year's sales, it was
ranked 19th in Travel Weekly's 1999 Top 50 U.S. Travel Agency Survey. To
date, Travelocity.com has more than eight million registered members. In
March 1996, Travelocity.com launched at www.Travelocity.com. In the United
Kingdom, www.Travelocity.co.uk launched in November 1998 and in Canada,
www.Travelocity.ca launched in April 1999.
-3-
Travelocity.com is owned and operated by Sabre. Travelocity.com provides
reservations capabilities for 95 percent of all airline seats sold, more than
42,000 hotels, more than 50 car rental companies and more than 70,000
vacation packages. This reservations capability is paired with access to a
vast database of destination and interest information.
About Preview Travel
Preview Travel is a leading online travel site with nine million registered
members and reported gross bookings of $200.1 million in 1998 and $166.7
million in the first half of 1999. Preview Travel is America Online's primary
travel partner, offering integrated travel content and services to AOL's 18
million subscribers. It also has relationships with Excite, Lycos, Snap and
USA Today, and has established itself as a leader in online media sales.
Preview Travel provides online travel services for leisure and small-business
travelers. It offers one-stop shopping for airline tickets, vacation
packages, car rentals, hotels and cruises, as well as integrated access to
travel information, merchandise, news and world-class customer service.
About Sabre
Sabre is a world leader in the electronic distribution of travel and is a
leading provider of information technology solutions for the travel and
transportation industries, including customized software development and
software products, transaction processing, consulting, and total information
technology outsourcing. Additional information on Sabre is located on the
world wide web at www.Sabre.com. Sabre and the Sabre logo are registered
trademarks of an affiliate of Sabre Inc.
Statements in this news release 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 Preview Travel 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. Sabre and Preview Travel 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 these forward-looking statements.
-4-
CONTACTS:
Sabre Inc. Travelocity.com Preview Travel
Barbara Kieker Dawn Caesar Scott Radcliffe
Sabre Vollmer Public Relations Preview Travel
Tel: 817-931-9503 Tel: 713-546-2230 Tel: 415-439-1370
barbara.kieker@sabre.com dawn@vollmerpr.com sradcliffe@previewtravel.com
Travelocity.co.uk Travelocity.ca
Matt Priddle Jacque Rardin
Companycare Vollmer Public Relations
Tel: 44-118-939-5900 Tel: 713-546-2230
matt@companycare.com jacque@vollmerpr.com
###
-5-
____________________
[FN]
<F1> Travel sales are the aggregate dollar values of the total amounts paid
by consumers for air, car, hotel, vacation and cruise products, net of
cancellations.
<F2> Forrester Research
<F3> Travelocity.com currently has 8.7 million members and 4.1 million
monthly unique visitors. Preview Travel currently has 9 million members and
4.1 unique monthly visitors (WWW only), according to Media Metrix, July 1999.
<F4> Media Metrix, July 1999
<F5> Travel Weekly's annual U.S. Travel Agency Survey
-6-
Dates Referenced Herein
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This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on / For Period End: | | 10/6/99 | | | | | | | None on these Dates |
| | 10/4/99 | | 1 |
| List all Filings |
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