[LOGO] OneTravel
Holdings
OneTravel Holdings, Incorporated
5775 Peachtree Dunwoody Road, Building G Suite 300 Atlanta, GA 30346 o Tel
404-256-6620 o Fax 404-943-1094
(www.onetravelholdings.com)
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FOR IMMEDIATE RELEASE:
OneTravel Holdings Signs Definitive Agreement to
Sell SunTrips Tour Business Assets
ATLANTA - January 28, 2006--OneTravel Holdings, Inc. (AMEX: OTV), a leading
online and offline provider of travel and leisure services, announced today that
it has signed a definitive agreement to sell substantially all of the assets of
OTV's FS SunTours, Inc. subsidiary. FS operates SunTrips, a tour business that
sells fully inclusive vacation packages originating out of Oakland to
destinations primarily in Hawaii and Mexico. The purchaser is Crystal
Hospitality Holdings, Inc. The terms of the purchase and sale agreement
generally provide that the assets are being transferred to Crystal in exchange
for the assumption of a substantial portion of FS SunTours' liabilities and a
commitment by Crystal to invest an agreed amount of capital into the SunTrips
operation. The Company did not announce a closing date, which is subject to
customary closing conditions. Complete details of the definitive agreement will
be provided in the Company's 8-K, which the Company intends to file shortly.
Commenting on the signing, OTV Chairman & CEO William Goldstein stated: "The
SunTrips business has generated substantial losses for well in excess of one
year and without a significant amount of capital available to support an
acquisition strategy to bring the SunTrips business to a larger scale, it was
prudent to divest the operation. This sale will allow OTV to focus solely on the
online travel agency business that OTV operates through its Farequest Holdings
and OneTravel subsidiaries. The sale will also improve OTV's balance sheet
because of the substantial amount of liabilities that Crystal will assume."
Also commenting on the pending sale, Marc Bercoon, OTV President added: "Since
our non-binding agreement with Crystal was announced in October 2005, Crystal
has been performing its due diligence. When Crystal recently indicated that it
was prepared to finalize an agreement, it was prudent for the Company to make
every attempt to work with Crystal and close as soon as possible. We intend to
review this transaction with our auditors to determine what impact it may have
on the timing of completing the audit and filing the 10-K, as OTV is still
working diligently to complete that process. We will also review this
information with the American Stock Exchange regarding submitting a revised plan
to achieve compliance with the AMEX continued listings standards."
Commenting on the purchase for Crystal, Peter Dugan stated: "We have great plans
for SunTrips and we are looking forward to closing this transaction as soon as
possible."
About OneTravel Holdings, Inc. (AMEX:OTV)
OneTravel Holdings, Inc. (www.onetravelholdings.com) derives all of its revenues
from its travel business subsidiaries, Farequest Holdings, Inc., operating under
the name 1-800-CHEAPSEATS (www.cheapseats.com) and OneTravel, Inc.
(www.onetravel.com), both of which are leading online and offline providers of a
full range of travel services, and FS SunTours, Inc., which sells leisure and
vacation travel packages under the SunTrips(R) brand (www.suntrips.com). The
Company derives additional revenue from operating other travel related web sites
including www.discounthotels.com and www.11thhour.com.
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Statements in this news release about anticipated or expected future revenue or
shareholder value growth or expressions of future goals or objectives, including
statements regarding market conditions or whether current plans to grow and
strengthen the Company's business will be implemented or accomplished, are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. When used in this release and documents, the
words "anticipate", "believe", "estimate", "expect" and similar expressions, as
they relate to the Company or its management, are intended to identify such
forward-looking statements, but are not the exclusive means of identifying these
statements. All forward-looking statements in this release are based upon
information available to the Company on the date of this release. Any
forward-looking statements involve risks and uncertainties, including the risk
that the Company will be unable to grow or strengthen its business due to a lack
of capital or a change in market demand for its products and services or to
fully or effectively integrate all business units or the inability to realize
anticipated cost savings or revenue and stockholder value growth opportunities
associated with the acquisitions of Farequest Holdings, Inc. and OneTravel, Inc.
The Company has previously mentioned in conference calls that gross bookings are
not equal to gross revenues under generally accepted accounting principles, so
no inference can be made about profitability based on gross bookings unless
expressly stated by the Company. There is also no certainty that the transaction
contemplated by the definitive agreement to sell the assets of FS SunTours, Inc.
will close. The Company is also subject to those risks and uncertainties
described in the Company's filings with the U.S. Securities and Exchange
Commission ("SEC"), including the Company's historical losses and negative cash
flow, its need for additional capital, including to finance the $12,500,000
promissory notes payable to the former stockholders of OneTravel, Inc., and that
future financing, if available, will dilute the Company's current common
stockholders, plus the Company's ability to maintain listing with the American
Stock Exchange, which if not maintained could have an adverse affect on the
Company's stock value and liquidity. Additionally, forward-looking statements
concerning the performance of the travel and leisure industry are based on
current market conditions and risks, which may change as the result of certain
regulatory, political, or economic events, a shift in consumer travel
preferences, as well as those risks and uncertainties described in the Company's
SEC filings, which could cause actual events or results to differ materially
from the events or results described in the 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. For a
complete description of the items approved at the annual stockholder's meeting,
the Company's proxy statement is available for viewing in the Company's SEC
filings.
Company Contact: Crystal Contact:
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Marc Bercoon Peter Dugan
President Crystal Hospitality Holdings, Inc.
OneTravel Holdings, Inc. 973-610-3403
mbercoon@onetravel.com
404-256-6620
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