EXHIBIT 99(A)(1)(I)
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 August 23, 2001 (the "Offer to Purchase"), and
the related Letter of Transmittal and is being made to all holders of Shares.
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 of the Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction or any administrative or judicial action pursuant thereto. However,
the Purchaser (as defined below) may, in its discretion, take such action as it
may deem necessary to make the Offer in any jurisdiction and extend the Offer to
holders of such Shares in such jurisdiction. In any jurisdiction where
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by Goldman, Sachs & Co. (the "Dealer Manager") or 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
Cheap Tickets, Inc.
at $16.50 Net Per Share
by
Diamondhead Acquisition Corporation a wholly owned subsidiary of Cendant
Corporation
Diamondhead Acquisition Corporation, a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Cendant Corporation, a Delaware corporation
("Cendant" or "Parent"), is offering to purchase all issued and outstanding
shares of common stock ("Common Stock"), par value $0.001 (the "Shares"), of
Cheap Tickets, Inc., a Delaware corporation (the "Company"), at a price of
$16.50 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Tendering stockholders who have Shares
registered in their names and who tender directly to Mellon Investor Services,
LLC (the "Depositary") will not be obligated to pay brokerage fees or
commissions or, except as set forth in the Letter of Transmittal, transfer taxes
on the sale of Shares 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. The Purchaser will pay all fees and expenses incurred
in connection with the Offer of the Dealer Manager, the Depositary, and
Georgeson Shareholder Communications, Inc., which is acting as the Information
Agent (the "Information Agent"). The Purchaser is offering to acquire all Shares
as a first step in acquiring the entire equity interest in the Company.
Following consummation of the Offer, the Purchaser intends to effect the merger
described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 21, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn on or prior to the expiration of the offer, that
number of Shares that, when added to the Shares then beneficially owned by
Parent or the Purchaser, if any, represents at least a majority of the Shares
outstanding on a fully diluted basis on the date of purchase and (2) the
expiration or termination of any applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of
August 13, 2001 (the "Merger Agreement"), by and among Parent, the Purchaser and
the Company, pursuant to which, as soon as practicable after the completion of
the Offer and satisfaction or waiver, if permissible, of all conditions to the
Merger (as defined below), the Purchaser will be merged with and into the
Company and the separate corporate existence of the Purchaser will thereupon
cease. The merger of the Purchaser with and into the Company, as effected
pursuant to the immediately preceding sentence, is referred to herein as the
"Merger," and the Company as the surviving corporation of the Merger is
sometimes herein referred to as the "Surviving Corporation." At the effective
time of the Merger (the "Effective Time"), each share of Common Stock then
outstanding (other than Shares held by Parent, the Purchaser or any other wholly
owned subsidiary of Parent) will be cancelled and retired and converted into the
right to receive $16.50 per Share, net to the seller in cash, or any higher
price per share of Common Stock paid in the Offer (such price being referred to
herein as the "Offer Price"), in cash payable to the holder thereof without
interest.
The Board of Directors of the Company, by unanimous vote of those present, (1)
determined that the terms of the Offer and the Merger are fair to and in the
best interests of the stockholders of the Company, (2) approved the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, and (3) recommends that the stockholders of the Company accept the Offer
and tender their Shares to the Purchaser pursuant to the Offer.
As a condition and inducement to Parent's and the Purchaser's entering into the
Merger Agreement and incurring the liabilities therein, certain stockholders of
the Company (each, a "Stockholder"), who hold dispositive power with respect to
10,960,637 Shares (approximately 47% of the total currently outstanding),
immediately following the execution and delivery of the Merger Agreement entered
into a Stockholder Agreement (the "Stockholder Agreement"), dated as of August
13, 2001, with Parent and the Purchaser. Pursuant to the Stockholder Agreement,
the Stockholders have agreed, among other things, to tender the Shares held by
them in the Offer, and to grant Parent a proxy with respect to the voting of
such Shares in favor of the Merger with respect to such Shares upon the terms
and subject to the conditions set forth therein. In addition, in the Stockholder
Agreement, each Stockholder has granted Parent an option (the "Stockholder
Option") to purchase all Shares beneficially owned or controlled by such
Stockholder as of the date of the Stockholder Agreement, or beneficially owned
or controlled by such Stockholder (including, without limitation, by way of
exercise of options, warrants or other rights to purchase Shares or by way of
dividend, distribution, exchange, merger, consolidation, recapitalization,
reorganization, stock split or otherwise), which option is generally exercisable
prior to termination of the Stockholder Agreement in the event either that a
Stockholder does not tender his, her or its Shares into the offer or withdraws
any Shares so tendered.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to the Purchaser and
not withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the Offer Price therefor with the Depositary, which will act as agent for
tendering Stockholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering Stockholders. Under no circumstances will
interest be paid on the Offer Price to be paid by the Purchaser for the Shares,
regardless of any extension of the Offer or any delay in making such payment. In
all cases, payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) certificates
representing (or a timely Book-Entry Confirmation with respect to) such Shares,
(ii) a Letter of Transmittal (or 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, and (iii) any other documents required by
the Letter of Transmittal.
If on the Expiration Date as defined below, all conditions to the Offer required
by the Merger Agreement to have been satisfied have not been satisfied or
waived, the Purchaser may, from time to time, in its sole discretion, extend the
Offer for such period as the Purchaser may determine, (b) the Purchaser may, in
its sole discretion, provide a "Subsequent Offering Period" in accordance with
Rule 14d-11 under the Exchange Act and (c) the Purchaser may, in its sole
discretion, extend the Offer for any reason on one or more occasions for an
aggregate period of not more than 10 business days beyond the latest expiration
date of the Offer that would otherwise be permitted under clause (a) or (b) of
this sentence if, on such expiration date, there have not been tendered at least
90% of the outstanding Shares; provided, further, that Purchaser's decision to
extend the Offer in the case of this clause (c) will, except as provided by the
Merger Agreement, constitute a waiver of each Offer Condition. The Merger
Agreement also provides that (a) if at any scheduled expiration date of the
Offer the waiting period applicable under the HSR Act or any comparable
provision of foreign law has not expired or terminated, the Company may require
Parent and Purchaser to extend the Offer, in increments of not more than 10
business days, up to November 30, 2001, or, if elected by us or by the Company
pursuant to the Merger Agreement, up to January 21, 2002, subject to the right
of Parent, Purchaser and the Company to terminate the Merger Agreement in
accordance with its terms; (b) if at any scheduled expiration date of the Offer
the condition listed in paragraph (g) of Section 14 "Certain Conditions of this
Offer" has not been satisfied, the Company may require Parent and Purchaser to
extend the Offer to a date that is not more than 10 days after the previously
scheduled expiration date, subject to the right of Parent, Purchaser and the
Company to terminate the Merger Agreement in accordance with its terms; and (c)
if at any scheduled expiration date of the Offer the Minimum Condition or either
of the conditions listed in paragraphs (c) or (d) of Section 14 "Certain
Conditions of this Offer" have not been satisfied, the Company may require us to
extend the Offer, in increments of not more than 10 business days, to a date not
more than 50 days later than the date on which the Offer is commenced, subject
to the right of Parent, Purchaser and the Company to terminate the Merger
Agreement in accordance with its terms. The term "Expiration Date" shall mean
12:00 Midnight, New York City time, on September 21, 2001, unless and until the
Purchaser, in accordance with the terms of the Merger Agreement, extends the
period of time for which the Offer is open, in which event the term "Expiration
Date" shall mean the latest time and date at which the Offer, as so extended by
the Purchaser, shall expire.
Any extension, amendment or termination of the Offer will be followed as
promptly as practicable by public announcement thereof, the announcement in the
case of an extension to be issued no 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.
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 and paid for by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after October 21, 2001 until we accept
them for payment. No withdrawal rights will apply to Shares tendered into a
Subsequent Offering Period under Rule 14d-11 of the Exchange Act, and no
withdrawal rights apply during a Subsequent Offering Period under Rule 14d-11
with respect to Shares tendered in the Offer and accepted for payment. 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 and must specify
the name of the person who tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from the name of the person who tendered the Shares. If
certificates representing Shares 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 (a
financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agent's Medallion Program, or any other "eligible guarantor institute",
as such term is defined in Rule 17Ad-15 under the Exchange Act), the signatures
on the notice of withdrawal must be guaranteed by an Eligible Institution. If
Shares have been tendered pursuant to the procedures for book-entry transfer as
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 the appropriate Book-Entry
Transfer Facility to be credited with the withdrawn Shares and otherwise comply
with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of
Shares may not be rescinded, and any Shares properly withdrawn will thereafter
be deemed not validly tendered for 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 any time prior to the Expiration Date. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination will be final and binding.
The receipt of cash for Shares pursuant to the Offer or the Merger will be a
taxable transaction for United States federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws.
Stockholders should consult with their own tax advisors as to the particular tax
consequences of the Offer and the Merger to them, including the applicability
and effect of the alternative minimum tax and any state, local or foreign income
and other tax laws and of changes in such tax laws. For a more complete
description of certain U.S. federal income tax consequences of the Offer and the
Merger, see Section 5 of the Offer to Purchase.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
The Company has provided the Purchaser with the Company's stockholder lists and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
relevant documents will be mailed by the Purchaser to record holders of Shares,
and will be furnished by the Purchaser to brokers, dealers, banks and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists, or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
The Offer to Purchase and the Letter of Transmittal contain important
information and should be read in their entirety before any decision is made
with respect to the Offer.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer documents may be directed
to the Information Agent or the Dealer Manager at the respective addresses and
telephone numbers set forth below, and copies will be furnished at the
Purchaser's expense. The Purchaser will not pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager) for soliciting
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
Georgeson Shareholder LOGO
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers call collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
Goldman, Sachs & Co.
85 Broad St.
New York, New York 10004
(212) 902-1000 (Call Collect)
(800) 323-5678 (Toll-Free)
August 23, 2001