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Pressmeddelande från Resfeber.se 2005-05-12
Sabre Holdings Announces agreement to Acquire Leading European Online Travel
Provider LASTMINUTE.COM
Sabre Inc. (a direct subsidiary of Sabre Holdings) and lastminute.com plc
today announced that they have reached an agreement for Sabre to acquire
lastminute.com. The addition of lastminute.com, with its well-established
consumer brands, is expected to provide Sabre’s Travelocity unit with
greater scale and the leading position in the growing European online travel
marketplace.
The acquisition price of 165 pence per lastminute.com share values
lastminute.com’s Diluted Share Capital at approximately £577 million. The
terms of the acquisition imply an enterprise value for lastminute.com of
approximately £606 million, including gross debt as at March 31, 2005 of
approximately £69 million and cash at bank and in hand as at March 31, 2005
of approximately £40 million.
The acquisition will be made by Travelocity Europe Limited, an indirect
subsidiary of Sabre Holdings established for the purpose of the acquisition.
Sabre has obtained committed financing, arranged by Morgan Stanley and Bear
Stearns, which, together with its cash balances, is sufficient to satisfy in
full the cash consideration payable to lastminute.com shareholders under the
terms of the acquisition.
The proposed acquisition is expected to be neutral, post integration costs,
to Sabre Holdings’ earnings per share in 2005 on an adjusted basis (dilutive
on a GAAP basis) and significantly accretive on an adjusted basis in 2006
(dilutive on a GAAP basis).
It is intended that the acquisition will be implemented by way of a scheme
of arrangement under section 425 of the Companies Act (UK) (the “Scheme”).
It is expected that the Scheme Document will be mailed to lastminute.com
Shareholders on or before the end of May, 2005 and that, subject to the
satisfaction, or, where relevant, waiver, of all relevant conditions, the
Scheme will become effective and the acquisition completed by the end of
July, 2005.
The acquisition price of 165 pence per lastminute.com share represents a
premium of approximately 57 per cent. over the closing middle-market price
of 105 pence per lastminute.com share on May 10, 2005, being the last
business day prior to the announcement by lastminute.com confirming it had
received an approach which may or may not result in an offer for the
company. The acquisition price also represents a 47 percent premium over
lastminute.com’s average share price for the 30 days to May 10, 2005.
“The anticipated acquisition of lastminute.com directly supports Sabre’s
strategy of extending our role as a travel retailer focusing on
merchandising content, packages, and growing our international points of
sale, while broadening the products and services we offer to all customers
through our travel distribution platform,” said Sam Gilliland, chairman,
president and CEO of Sabre Holdings. “We’re extremely pleased with the
prospect of having lastminute.com, with its highly-regarded brands and
well-established customer base, as a part of Travelocity, including
Travelocity Europe. We expect this combination would provide us greater
opportunity to profit from the fast-growing European online segment. We
look forward to working with lastminute.com’s strong team to create further
value for our suppliers, our customers and our shareholders.”
Following completion of the acquisition it is intended that Brent Hoberman,
currently CEO of lastminute.com, will become CEO of the combined
lastminute.com and Travelocity European operations, reporting to Michelle
Peluso, president and CEO of Travelocity. Damon Tassone, currently
president of Travelocity Europe, will become Deputy CEO reporting to Brent
Hoberman. Other key lastminute.com and Travelocity management are expected
to continue as senior executives within the combined organisation.
"Today’s offer from Sabre is an endorsement of the achievements of everyone
at lastminute.com. Over the past seven years, we have built a business from
scratch into one of Europe’s leading travel and leisure groups, with over
seven million customers and total transactions worth £992 million for the
financial year ended September 30, 2004,” said Brent Hoberman, CEO of
lastminute.com, which also announced its first half 2005 results today.
“Today’s interim results are a further demonstration that the growth and
entrepreneurship at the heart of lastminute.com is continuing strongly, with
total transaction value of 57 percent for the first half of 2005 and a
doubling of our order book since the first quarter of 2005. I am looking
forward to the opportunity of running the combined lastminute.com and
Travelocity businesses in Europe.”
According to Brian Collie, Chairman of lastminute.com, “The lastminute.com
Directors considered this offer from Sabre very carefully. While we all
acknowledge lastminute.com’s future prospects, we believe that this offer
represents an excellent opportunity to deliver significant, certain value to
shareholders now and to build an even stronger business for the future.”
“This acquisition would bring together two well-regarded brands and two
great teams to create the leading position in European online travel.” said
Michelle Peluso, president and CEO of Travelocity. “Together we would have
strong positions in the UK, France, Germany, Italy, Scandinavia and Spain.
lastminute.com’s diverse mix of flights, holidays, hotels, car hire, and
non-travel, ties closely with Travelocity’s strategy of continuing to expand
our range of offerings to consumers, beyond basic air travel”
Europe is the world’s largest leisure travel marketplace. In 2004, online
penetration reached nine percent, but it is expected to more than double to
20 percent by the end of 2006.
After closing of the acquisition, Travelocity will evaluate its brands
country by country with the intention of positioning lastminute.com as the
lead brand in most countries in which it operates. Travelocity would likely
operate multiple brands in Europe to maintain the broadest possible online
presence.
Sabre has identified a number of areas for cost savings and revenue
synergies to Travelocity. Areas of opportunity include streamlining
marketing spending across brands, centralising operations and administrative
functions, consolidating platforms, sharing technologies and supplier
relationships.
Approval of the acquisition will be sought from lastminute.com shareholders
at a court meeting and an extraordinary general meeting (EGM). In order to
become effective, the Scheme must be approved by a majority in number
representing three-fourths in value of the lastminute.com Shares that are
voted at the Court meeting. In addition, special resolutions implementing
the Scheme, sanctioning the related reduction of capital and approving the
alteration of lastminute.com’s articles of association must be passed by
lastminute.com Shareholders representing 75 percent of the votes cast at the
EGM. Implementation of the Scheme will also require the sanction of the
Scheme by the Court.
The lastminute.com Board, which has been advised by Merrill Lynch and UBS,
considers the terms of the acquisition to be fair and reasonable. In
providing advice to the lastminute.com Board, Merrill Lynch and UBS have
taken account of the commercial assessments of the lastminute.com Board.
The lastminute.com Board intends unanimously to recommend that
lastminute.com Shareholders vote in favour of the resolutions to be proposed
at the Court Meeting and the Extraordinary General Meeting (EGM), as they
have irrevocably undertaken to do in respect of their own beneficial
holdings of lastminute.com shares (representing, in aggregate taken together
with the holdings of their related trusts and close family members,
approximately 7.2 percent of the existing issued share capital of
lastminute.com).
Notes
“Diluted Share Capital” This means the total number of issued shares of lastminute.com plus the
number of shares underlying options of lastminute.com which have exercise
prices of 165 pence which The acquisition value of £577 million for the
Diluted Share Capital has been calculated as follows: 165 pence multiplied
by the total number of lastminute.com shares in issue plus the number of
lastminute.com shares underlying options with exercise prices of 165 pence
or less minus the weighted average exercise price of such options multiplied
by the number of those options.
Notice of Webcast
Sabre Holdings plans to hold a Webcast at 9:00 am EDT to discuss the
announcement, but there will be no Q&A. To access the Webcast, please log
on to the following address: www.sabre-holdings.com/investor/
About lastminute.com
lastminute.com, Europe’s leading independent online travel and leisure
group, operates directly in fourteen European countries and participates in
three international joint ventures, providing travel and leisure
inspirations and solutions to customers. At 31 March 2005 lastminute.com
had over 10 million subscribers to its weekly newsletter. The business is
based on the idea of matching supply and demand. lastminute.com offers
consumers opportunities to acquire airline tickets, hotel rooms, holidays
(both self packaged and third party packages), car hire, entertainment
tickets, restaurant reservations and food delivery, speciality services,
gifts and auctions.
Having completed 14 acquisitions in the past three years, lastminute.com now
owns and operates online brands including holidayautos.com, travelprice.com,
degriftour.com, travelselect.com, travel4less.co.uk, eXhilaration.co.uk,
medhotels.com, first-option.co.uk, gemstonetravel.com, onlinetravel.com and
lastminute.de.
lastminute.com seeks to differentiate itself by packaging and delivering
products and services, such as restaurant reservations, entertainment
tickets and gifts, in convenient, novel and distinctive ways. The company
has been successful in developing a distinctive and widely recognised brand,
which is intended to communicate spontaneity and a sense of adventure to a
youthful target demographic.
lastminute.com was founded by Brent Hoberman and Martha Lane Fox in 1998.
Brent Hoberman remains as CEO of the company which currently employs
approximately 2,000 people throughout Europe.
For the year ended 30 September 2004, lastminute.com reported total
transaction value (“TTV”), pre-exceptional EBITDA and profit (loss) before
tax of £992.3 million, £24.1 million and £4.3 million, respectively. Pro
forma TTV was £1,099 million. Consolidated net assets as at 30 September
2004 were £95.2 million, including cash at bank and in hand of £85.9
million.
About Sabre Holdings
Sabre Holdings is a world leader in travel commerce, marketing travel
products and providing distribution and technology solutions for the travel
industry. Sabre Holdings operates in multiple travel distribution channels:
the travel agency channel, the consumer-direct channel and the
business-direct channel. Through the Sabre® global distribution system,
subscribers can access information about, and can book reservations for,
among other things, airline trips, hotel stays, car rentals, cruises and
tour packages. The Sabre Travel Network™ business operates the global
distribution system and markets and distributes travel-related products and
services through the travel agency channel. Sabre Holdings’ engages in
consumer-direct and business-direct travel marketing and distribution
through its Travelocity® business (see below). In addition, the Sabre
Airline Solutions™ business is a leading provider of technology and
services, including development and consulting services, to airlines and
other travel providers.
About Travelocity
With millions of registered users and booking $4.9 billion of travel in
2004, the Travelocity segment markets and distributes travel-related
products and services directly to individuals, including leisure travellers
and business travellers, through Travelocity websites and contact centres,
and websites owned by its supplier and distribution partners. Travelocity
customers can access offerings, pricing and information about airlines,
hotels, car rental companies, cruise lines, vacation and last-minute travel
packages and other travel-related services. For business travellers, the
Travelocity BusinessSM online corporate travel agency provides the
integrated online corporate travel technology and full-service offering of
our GetThereâ product along with the online expertise of Travelocity.
Cautionary Notice
Statements in this disclosure which are not purely historical facts or which
necessarily depend upon future events, including statements about the
anticipated benefits of the proposed transaction to Sabre Holdings
Corporation (including the expected synergies or the forecasted effects of
the transaction on the financial performance of the company) or other
statements about anticipations, beliefs, expectations, hopes, intentions or
strategies for the future, may be forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Readers are cautioned not to place undue reliance on forward-looking
statements. All forward-looking statements are based upon information
available to Sabre Holdings Corporation on the date this report was
submitted. Sabre Holdings Corporation undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. 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, including risks or uncertainties inherent in the
Scheme of Arrangement procedure, in the integration of the acquired business
(such as ensuring the effectiveness of the design and operation of the
internal and disclosure controls of the business to be acquired), in
securing long-term financing for the proposed transaction, or in competition
within the European marketplace from established or emerging competitors.
Sabre Holdings Corporation may not succeed in addressing these and other
risks. Further information regarding factors that could affect our financial
and other results can be found in the risk factors section of Sabre Holdings
Corporation’s most recent filing on Form 10-Q with the Securities and
Exchange Commission.
För mer information kontakta:
Eva Lundström, Marknadschef, Resfeber Skandinavien
Tel: 08-50 57 87 41, mobil: 0708 - 87 76 95
eva.lundstrom@resfeber.se
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