Exhibit 99.(A)(1)(E)
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
August 23, 2001
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.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated August 23,
2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by Diamondhead Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Cendant
Corporation, a Delaware corporation ("Parent"), to purchase all outstanding
shares of common stock, par value $0.001 per share (the "Shares"), of Cheap
Tickets, Inc., a Delaware corporation (the "Company"), at a purchase price of
$16.50 per Share, net to seller in cash upon the terms and subject to the
conditions set forth in the Offer.
Also enclosed is the Letter to Stockholders from the President and Chief
Executive Officer of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9.
WE (OR OUR NOMINEES) ARE 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 to tender any of or all 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 $16.50 per Share net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Company's board of directors has unanimously approved and adopted
the Merger Agreement (as defined below) and the transactions contemplated
thereby and determined that the Offer and the Merger (as defined below) are
advisable and fair to and in the best interests of the Company and its
stockholders. Accordingly, the Company's board of directors unanimously
recommends that the stockholders tender their Shares in the Offer.
4. The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of August 13, 2001 (the "Merger Agreement"), among Parent, the
Purchaser and the Company pursuant to which, as soon as practicable
following the consummation of the Offer and the satisfaction or waiver of
certain conditions, the Purchaser will be merged with and into the Company
with the Company surviving the merger as a wholly owned indirect subsidiary
of Parent (the "Merger"). At the effective time of the Merger, each
outstanding Share (other than Shares owned by Parent, the Purchaser or the
Company or any subsidiary of Parent or the Company or by stockholders, if
any, who are entitled to and properly exercise appraisal rights under
Delaware Law) will be converted into the right to receive the price per
Share paid pursuant to the Offer in cash, without interest, as set forth in
the Merger Agreement and described in the Offer to Purchase. The Merger
Agreement provides that the Purchaser may assign any or all of its rights
and obligations (including the right to purchase Shares in the Offer) to
Parent or any wholly owned subsidiary of Parent, but no such assignment
shall relieve the Purchaser of its obligations under the Merger Agreement.
5. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 21, 2001 (THE "EXPIRATION DATE"), UNLESS
THE OFFER IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM "EXPIRATION
DATE" SHALL MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY THE
PURCHASER, WILL EXPIRE.
6. The Offer is conditioned upon, among other things, (a) there being
validly tendered and not validly withdrawn prior to the Expiration Date
that number of Shares that would represent at least a majority of the
Shares outstanding on a fully diluted basis on the date of purchase, (b)
any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, applicable to the purchase of Shares pursuant to the
Offer or to the Merger having expired or been terminated and (c) the
receipt of other requisite material regulatory and antitrust clearances.
7. 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.
8. Tendering stockholders will not be obligated to pay brokerage fees or
commissions to 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 the ordinary
income tax rate applicable to unmarried individuals (currently 30.5%
effective until December 31, 2001), 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.
If you wish to have us tender any of or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and
returning to us the instruction form on the detachable part hereof. An
envelope to return your instructions to us is enclosed. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
specified on the detachable part hereof. 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.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by Mellon Investor Services LLC (the
"Depositary") of (a) certificates for (or a timely Book-Entry Confirmation)
(as defined in the Offer to Purchase) with respect to such Shares, (b) a
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or, in the case of a book-
entry transfer effected pursuant to the procedures set forth in Section 2 of
the Offer to Purchase, an Agent's Message, and (c) any other documents
required by the Letter of Transmittal. Accordingly, tendering stockholders may
be paid at different times depending upon when certificates for Shares or
Book-Entry Confirmations with respect to Shares are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
OF THE SHARES TO BE PAID BY THE
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PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING
SUCH PAYMENT.
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. In any jurisdiction where the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer is
being made on behalf of the Purchaser by Goldman, Sachs & Co., 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
Cheap Tickets, Inc.
by
Diamondhead Acquisition Corporation
a Wholly Owned Subsidiary of
Cendant Corporation
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
of Diamondhead Acquisition Corporation, dated August 23, 2001 (the "Offer to
Purchase"), and the related Letter of Transmittal relating to shares of common
stock, par value $0.001 per share (the "Shares"), of Cheap Tickets, Inc., a
Delaware corporation.
This will instruct you to tender 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 related Letter of
Transmittal.
NUMBER OF SHARES TO BE SIGN HERE
TENDERED:(1) -------------------------------------
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SHARES: _______________________ (Signature(s))
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Dated: __________________, 2001
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Please Type or Print Name(s)
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Please Type or Print Address( es)
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Area Code and Telephone Number
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Tax Identification or Social
- -------- Security Number
(1) Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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