Exhibit 99.4
Cendant Corporation to Acquire Cheap Tickets, Inc. for $16.50 Per Share Or
Approximately $280 Million Net of Cash
Acquisition Is Expected to Be Accretive to Cendant's Earnings in 2002
Cheap Tickets Enhances Cendant Affiliate, Travel Portal, Inc.'s, Access to Low
Airfares and 14 Million Customers
NEW YORK, NY and Honolulu, Hawaii, August 13, 2001 -- Cendant Corporation (NYSE:
CD) and Cheap Tickets, Inc. (Nasdaq: CTIX) today announced
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that they have signed a definitive agreement for Cendant to acquire all of the
outstanding common stock of Cheap Tickets at a price of $16.50 per share, or
approximately $425 million in cash. As of June 30, 2001 Cheap Tickets had about
$145 million in excess net cash and cash equivalents; accordingly the net
purchase price is approximately $280 million. The acquisition is expected to add
about $.01 to $.02 to Cendant's earnings per share in 2002 and $.03 in 2003. As
contemplated by the acquisition agreement, Cendant will commence a tender offer
within 10 days for any and all shares of Cheap Tickets common stock. The
transaction is expected to close in the fall of 2001 following the satisfaction
of customary closing conditions, including Hart Scott Rodino approval.
Cheap Tickets is a leading seller of discount leisure travel products, with the
majority of sales derived from non-published and published airline tickets both
on-line and off-line. Cheap Tickets is one of the leading on-line travel
agencies, with over 3 million unique visitors per month. On average, Cheap
Tickets sells one ticket every 10.5 seconds. For 2001, Cheap Tickets expects its
annual gross travel bookings to exceed $800 million, and to generate in excess
of 8 million Global Distribution System (GDS) segments through 2.6 million
transactions. The company was founded in 1986 as a traditional travel agency,
and since launching its website in October 1997, Cheap Tickets has been
successful in deriving approximately 40 percent of its gross travel bookings
from its Internet channel.
The benefits of the acquisition are as follows:
. Cendant's combined leisure travel agency business in the US is expected to
fulfill $1.6 billion in annual gross travel bookings and 5.1 million
transactions.
. Travel Portal, Inc.'s (TPI) unique access to lodging, timeshare, and rental
car inventory in combination with Cheap Tickets' non-published airfares is
expected to provide customers with one of the broadest offerings of travel
values, particularly in the area of travel packages. TPI, an affiliate of
Cendant, is a soon-to-be launched Travel portal which will offer a broad
range of travel services.
. Cendant's valuable travel distribution channel is expected to provide Cheap
Tickets' suppliers with greater and more cost-effective distribution both
on-line and off-line.
. The industry experience and solid supplier relationships of Cheap Tickets'
management is expected to enhance Cendant's ability to compete in the travel
industry.
. Cendant will gain access to Cheap Tickets' loyal and growing on-line customer
base of nearly 14 million registered subscribers.
. TPI will become the third largest web travel network with more than 6 million
unique monthly visitors.
. Cendant expects to increase Cheap Tickets' attachment rates by up-selling
more air/hotel and air/car transactions.
. Cendant expects to leverage the knowledge and capabilities of the combined 31
call centers to create synergies.
Cendant Chairman, President and CEO, Henry R. Silverman stated: ``Cheap Tickets
is unique among its principal competitors in that it is successful in both on-
line and off-line markets. The acquisition of Cheap Tickets supports our
strategy of further penetrating the fee-for-service components of the travel
industry. Furthermore, this transaction is consistent with Cendant's strategy of
making accretive acquisitions within our core business areas and competencies.''
``This is an important strategic decision for Cheap Tickets that will increase
our overall competitive position in the leisure travel marketplace,'' said Sam
E. Galeotos, president and CEO of Cheap Tickets, Inc. ``Our management team is
very excited about joining Cendant and TPI. With nearly 14 million subscribers,
and access to more than 1 million non-published fares, we're a natural fit with
Cendant's vast array of attachment products and services. The experience of our
employees, combined with our 15-year history, will be a perfect complement to
Cendant's travel businesses. In addition, our loyal and growing customer base
will gain access to more travel options at lower prices.''
``The acquisition of Cheap Tickets with its Internet and traditional assets and
strong management and supplier relationships, will help both Cendant and its
suppliers to cost-effectively increase distribution of leisure travel products
on-line through TPI and off-line through Cendant's current travel agency
business,'' said Sam Katz, chief strategic officer and chairman & CEO of
Cendant's newly formed Travel Distribution Division.`` I am pleased with the
prospect of Sam Galeotos and other Cheap Tickets senior executives joining
Cendant and our affiliate, TPI. The experience that they bring will add
substantially to our ability to succeed in the leisure travel segment.''
``As a leading on-line discount travel provider, Cheap Tickets assists us in our
goal of building the most comprehensive travel network. Upon the close of the
Galileo and Cheap Tickets transactions, the combination of Cheap Tickets,
Galileo's trip.com and the Cendant travel brands will give Travel Portal, Inc.
access to a wide range of products and fares supporting our unique travel
offering to the consumer,'' said Jacob Stepan, COO of Travel Portal, Inc.
``These products and fares, coupled with rich site content and functionality,
will provide consumers with great value and an unmatched on-line travel
experience.''
Simultaneous with the acquisition of Cheap Tickets, Cendant is expected to enter
into an agreement with TPI, an affiliate of Cendant. Under the terms of the
agreement, Cheap Tickets' Internet operations will be integrated into TPI, and
Cendant will provide TPI with call center and fulfillment services. Under these
arrangements, Cendant will retain certain intellectual property and Cheap
Tickets' off-line booking business that includes all call center operations. TPI
will recognize all revenues for travel booked via the Internet, while Cendant
will recognize revenues from off-line booking business, fees received for call
center services, license fees for certain intellectual property and, following
the completion of the acquisition of Galileo, GDS segment fees.
CIBC World Market Corp. acted as a financial advisor to Cheap Tickets, Inc.
Goldman, Sachs & Co. acted as a financial advisor to Cendant.
About Cendant
Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 57,000 employees, New York City-based
Cendant provides these services to businesses and consumers in over 100
countries.
More information about Cendant, its companies, brands and current SEC filings
may be obtained by visiting the Company's Web site at http://www.Cendant.com or
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by calling 877-4INFO-CD (877-446-3623).
About Travel Portal, Inc.
Travel Portal, Inc., an affiliate of Cendant Corporation (NYSE: CD - news), is a
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soon to be launched Internet portal which will offer a broad range of travel
related services. As a network of leading travel brands, Travel Portal, Inc.
places the individual user at the center of the travel planning and booking
process by matching individual interests and needs with customized travel
products and services. In addition to offering Cendant's well-established travel
brands, including Days Inn, Ramada, Avis, and RCI, Travel Portal, Inc. will
provide full service travel options including air, car, accommodations, vacation
package and cruise offers from a broad range of travel providers. Providing
personalized travel options, detailed destination information and advanced
reservation booking technologies, Travel Portal Inc. will provide a unique value
proposition to consumers, and enhance the on-line efforts of Cendant's
hospitality and car rental brands.
About Cheap Tickets
Cheap Tickets, Inc. (Nasdaq: CTIX - news), founded in 1986, is a leading seller
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of discounted leisure travel products. Cheap Tickets provides consumers access
to its exclusive collection of more than one million unpublished airfares on
more than 60 major airlines, in addition to access to millions of regularly
published fares on hundreds of airlines. Cheap Tickets' family of discounted
travel products also includes cruises, rental cars, and hotel accommodations.
Consumers can conveniently book travel through Cheap Tickets 24 hours a day, 7
days a week through its Web site at http://www.cheaptickets.com and call centers
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at 1-800-OKCHEAP. Cheap Tickets employs more than 1,300 people, and sells an
average of one ticket every 10.5 seconds.
Statements about future results made in this release, including statements about
expected future gross bookings and earnings, the ability to increase
distribution of leisure travel products and plans for integrating Cheap Tickets'
operations, constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
current expectations and the current economic environment. Cendant and Cheap
Tickets cautions that these statements are not guarantees of future performance.
Actual results may differ materially from those expressed or implied in the
forward-looking statements. Important
assumptions and other important factors that could cause actual results to
differ materially from those in the forward-looking statements are specified in
Cendant's Form 10-K/A for the year ended December 31, 2000, Form 10-Q for the
quarter ended March 31, 2001 and subsequently filed periodic reports. In
particular, the following factors, among others, could cause Cheap Tickets'
actual results to differ materially from those described in the forward-looking
statements: refusals by airlines to renew contracts for supply of non-published
fares; lack of available excess capacity for an extended time period; renewals
of the contracts on less favorable terms; cancellation of contracts; a decline
in leisure travel or disruptions in travel generally; interruptions in service
from third parties; loss of key personnel; and other risks detailed in Cheap
Tickets' Form 10-K for the fiscal year ended December 31, 2000, Form 10-Q for
the fiscal quarter ended March 31, 2001 and subsequently filed periodic reports,
if any.
Such forward-looking statements include projections. Such projections were not
prepared in accordance with published guidelines of the American Institute of
Certified Public Accountants or the SEC regarding projections and forecasts, nor
have such projections been audited, examined or otherwise reviewed by
independent auditors of Cendant or its affiliates. In addition, such projections
are based upon many estimates and are inherently subject to significant economic
and competitive uncertainties and contingencies, many of which are beyond the
control of management of Cendant and its affiliates. Accordingly, actual results
may be materially higher or lower than those projected. The inclusion of such
projections herein should not be regarded as a representation by Cendant or its
affiliates that the projections will prove to be correct.
This announcement is neither an offer to purchase not a solicitation of an offer
to sell shares of Cheap Tickets. At the time the offer is commenced, Cendant
Corporation and Diamondhead Acquisition Corporation will file a tender offer
statement with the U.S. Securities and Exchange Commission and Cheap Tickets
will file a solicitation/recommendation statement with respect to the offer. The
tender offer statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the solicitation/recommendation
statement will contain important information, which should be read carefully
before any decision is made with respect to the offer. The offer to purchase,
the related letter of transmittal and certain other offer documents, as well as
the solicitation/recommendation statement, will be made available to all
shareholders of Cheap Tickets at no expense to them. The tender offer statement
(including the offer to purchase, the related letter of transmittal and all
other documents filed with the Commission) and the solicitation/recommendation
statement will also be available for free at the Commission's website at
www.sec.gov.
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SOURCE: Cendant Corporation and Cheap Tickets, Inc.;