NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA OR JAPAN
Recommended Cash Acquisition
by Cendant Bidco
of ebookers plc
1. Introduction
The Boards of Cendant and ebookers today announce the terms of a
recommended cash acquisition by Cendant Bidco of ebookers. The Acquisition is
to be effected by Cendant Bidco, a wholly owned subsidiary of Cendant, by means
of a scheme of arrangement under section 425 of the Companies Act.
2. The Acquisition
Under the Scheme, which will be subject to the Conditions and to
the full terms and conditions to be set out in the Scheme Document, ebookers
Shareholders will receive:
for each ebookers Share 320 pence in cash
for each ebookers ADS 640 pence in cash (equivalent to $12.38)
The terms of the Acquisition value the entire existing issued
share capital of ebookers at approximately £209 million. As at 30 September
2004, ebookers had gross debt of approximately £18.1 million and cash at bank
and in hand of approximately £56.7 million.
3. Recommendation
The ebookers Directors, who have been so advised by Credit Suisse
First Boston, consider the terms of the Acquisition to be fair and reasonable.
An affiliate of Credit Suisse First Boston has an advisory relationship with
Cendant and the ebookers Directors have therefore sought independent advice from
Ernst & Young regarding the Acquisition (as required by the Panel). In this
connection, Ernst & Young also considers the terms of the Acquisition to be fair
and reasonable and has so advised the ebookers Directors. In providing advice to
the Board of ebookers, Credit Suisse First Boston and Ernst & Young have taken
into account the commercial assessments of the ebookers Directors.
The ebookers Directors intend unanimously to recommend that
ebookers Shareholders vote in favour of the Scheme at the Court Meeting and in
favour of the resolutions required to effect the Acquisition to be proposed at
the Extraordinary General Meeting.
4. Irrevocable Undertakings
Dinesh Dhamija, Chairman and Chief Executive Officer of ebookers,
and Flightbookers Investments Limited, which is controlled by a trust in which
Dinesh Dhamija has an interest, have irrevocably undertaken to vote, or procure
the vote, in favour of the Scheme at the Court Meeting and in favour of the
resolutions required to effect the Acquisition to be proposed at the
Extraordinary General Meeting, in respect of 26,985,700 ebookers Shares,
representing approximately 41.3 per cent. of the ebookers Shares.
In addition, the other ebookers Directors have irrevocably
undertaken to vote, or procure the vote, in favour of the Scheme at the Court
Meeting and in favour of the resolutions required to effect the Acquisition to
be proposed at the Extraordinary General Meeting in respect of their own
beneficial holdings of ebookers Shares of, in aggregate, 51,078 ebookers Shares,
representing approximately 0.08 per cent. of the ebookers Shares.
Accordingly, Cendant Bidco has received irrevocable undertakings to vote, or
procure the vote, in favour of the Scheme at the Court Meeting and in favour of
the resolutions required to effect the Acquisition to be proposed at the
Extraordinary General Meeting in respect of a total of 27,036,778 ebookers
Shares, representing approximately 41.4 per cent. of the ebookers Shares.
The irrevocable undertakings referred to above will remain binding
in the event of a competing offer being announced for ebookers and also oblige
Flightbookers Investments Limited, Dinesh Dhamija and each of the other ebookers
Directors to accept an Offer announced by Cendant Bidco within three months from
the date on which the Scheme does not become effective or is withdrawn or any
condition to which the Scheme is subject becomes incapable of satisfaction and
is not waived in accordance with its terms, provided that the terms of any such
Offer are, in the opinion of Citigroup, no less favourable to acceptors than the
financial consequences for them of the Scheme becoming effective, or on such
other terms as may be agreed between Cendant and ebookers.
5. Merger Agreement and inducement fee
ebookers, Cendant Bidco and Cendant have entered into the Merger
Agreement which provides, inter alia, for the implementation of the Scheme (or,
if applicable, the Offer) and contains certain assurances and confirmations
between the parties, including with respect to the implementation of the Scheme
and regarding the conduct of the business of the ebookers Group in the period
prior to the Effective Date. ebookers has also undertaken not to solicit any
other potential offerors, and to inform Cendant of the fact and details of any
approach received.
In the event that a higher competing offer is announced for
ebookers, ebookers has undertaken that it will not withdraw the Scheme for a
period of 48 hours and if, within that time, Cendant communicates to ebookers a
revision to the terms of the Acquisition, so that the terms of the Acquisition,
as so revised, provide for a price in cash per ebookers Share no less than the
price offered under the competing offer, and the terms of the Acquisition, as so
revised, are otherwise no less favourable to ebookers Shareholders than the
terms of the competing offer taking into account all the circumstances,
including, without limitation, any obligation to pay the inducement fee referred
to below, the ebookers Directors will continue to recommend the Acquisition and
withdraw any recommendation of the competing offer.
Under the Merger Agreement, ebookers has agreed to pay to Cendant
an inducement fee of £2,089,000 in certain circumstances, including if:
• the ebookers Directors do not unanimously, without
qualification, recommend the Acquisition or withdraw (or modify or qualify in a
manner adverse to Cendant Bidco) their approval or recommendation of the
Acquisition; or
• prior to the date six months after the date of this
Announcement, an Alternative Proposal is announced which becomes or is declared
wholly unconditional or otherwise becomes effective or is completed; or
• any financial adviser to the ebookers Directors appointed
pursuant to Rule 3 of the Code withdraws or in any way modifies its consent
(whether written or oral) to being named in the context of any recommendation
statement by the ebookers Directors to their shareholders regarding the
Acquisition.
The Merger Agreement may, subject to compliance with the Code and
the requirements of the Panel, be terminated in certain circumstances,
including:
• by Cendant, if the Effective Date has not occurred on or
before 30 June 2005 (or such later date as the parties and the Court may agree),
or
• by either Cendant or ebookers, if any of the Conditions which
has not been waived is (or becomes) incapable of satisfaction and if Cendant
notifies ebookers that notwithstanding it has the right to waive such Condition,
it will not do so, or if any Condition which is incapable of waiver is not
satisfied or becomes incapable of satisfaction, or
• by either Cendant or ebookers, if at any time prior to the
Effective Date the ebookers Directors withdraw (or modify in a manner adverse to
Cendant) their approval or recommendation of the Acquisition or approve or
recommend, or propose publicly to approve or recommend, any Alternative
Proposal, or
• by Cendant, if ebookers is in breach of certain of its
obligations under the Merger Agreement.
6. Background to and reasons for the Acquisition
Cendant believes that the Acquisition provides for synergies in content,
technology, fulfilment and operations, with Cendant's current operations across
the UK and Europe. Cendant plans to build on ebookers' strength in the long and
medium-haul segments, by augmenting it with Cendant's excellent long-haul
destination ground product through its other travel businesses including Travel
2, HotelClub.com, Lodging.com and Orbitz. Cendant also plans to introduce short
haul/city break product through HotelClub.com and its vacation rental group and
timeshare businesses.
The Acquisition is entirely consistent with Cendant's clearly
defined acquisition parameters and strategic goals. ebookers will operate as a
separate entity within Cendant's Travel Distribution Services Division.
Cendant expects the Acquisition to be neutral to Cendant's earnings per fully
diluted share in 2005, due to non-recurring integration costs, and to benefit
Cendant's earnings per share by between $0.02 to $0.03 in 2006. This statement
should not be interpreted to mean that Cendant's earnings per share for 2005 and
subsequent periods will necessarily be greater than those for prior periods.
7. Background to the Recommendation of the Scheme
ebookers has seen substantial growth since its formation in 1999
and London listing in 2001. Gross sales have grown from £14.2 million in the
year ended 31 December 1999 to £520.6 million in the year ended 31 December
2003. For the nine months to 30 September 2004, gross sales amounted to £454.4
million (2003: £371.9 million).
The European online travel segment is forecast to continue to
expand strongly, providing opportunities for further growth in ebookers'
businesses. However, with the aggressive participation of large, well-funded
businesses, the segment is consolidating and becoming increasingly competitive
across most product categories. The ebookers Directors believe that this trend
will continue and that to compete optimally and retain margin in the medium
term, scale and financial resource will be key.
Because of ebookers' leading pan-European position, its
specialisation in the higher margin, higher value mid to long-haul segment, its
technological expertise and strong brands, the ebookers Directors are aware that
ebookers is an attractive strategic target for an industry consolidator.
The ebookers Directors further believe that because of the
performance of the Company's share price in the months prior to the announcement
by the Company of a possible sale, additional equity growth capital would be
expensive to obtain. The availability of appropriately priced growth capital is
of importance to the Company given both the need for continued investment in new
online products and technology and its desire to continue to participate in
industry consolidation. In addition, the ebookers Directors have noted that the
costs of maintaining public listings and complying with new regulations have
grown over time.
In light of the above and following preliminary approaches that
the Board of ebookers had received, the ebookers Directors appointed Credit
Suisse First Boston to explore the possibility of a sale of the Company. The
Board of ebookers reviewed indications of interest from, and has, through its
advisers, had preliminary discussions with a number of parties. Following that
process, and after due consideration, the Board of ebookers has concluded that
the Acquisition at a price of 320 pence per ebookers Share provides ebookers
Shareholders with a favourable opportunity to realise their investment at an
attractive price.
8. Information on the ebookers Group
ebookers is a leading pan-European online travel agency with websites servicing
13 European countries - Austria, Belgium, Denmark, Finland, France, Germany,
Ireland, The Netherlands, Norway, Spain, Sweden, Switzerland and the United
Kingdom. ebookers specialises in the mid and long-haul leisure segments of the
European travel industry.
The Company offers a wide range of discount and standard price travel products
including airfares, hotels, car hire, cruises and travel insurance. While
ebookers specialises in online travel, with the majority of its business
generated online, it also offers traditional sales or enquiry channels to
customers through call centres and walk-in stores.
The Company's management team comes largely from the travel sector. To maintain
cost control, the Company established a low-cost Business Process Outsourcing
facility in New Delhi, India with approximately 950 employees. ebookers had a
total staff of over 1,800 as at 30 November 2004.
For the year ended 31 December 2003, ebookers reported consolidated gross sales,
operating loss and loss before tax of £520.6 million, £17.8 million and £14.9
million respectively. The consolidated net assets at 31 December 2003 were
£47.4 million, including cash at bank and in hand of £50.5 million.
On 28 July 2004, ebookers made a trading update to shareholders which included a
profit forecast for the year ending 31 December 2004. This forecast will be
reported on in the Scheme Document.
9. Information on Cendant, Cendant Travel Distribution Services and
Cendant Bidco
Cendant is primarily a provider of travel and residential real estate services.
With approximately 90,000 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 Cendant's Web site at
or by calling 877-4INFOCD
(877-446-3623).
Cendant's Travel Distribution Services Division, is one of the world's largest
and most geographically diverse collections of travel brands and distribution
businesses. The division, employing nearly 5,000 people in more than 116
countries, includes: Galileo, a leading global distribution system (GDS),
serving more than 44,000 travel agencies and over 60,000 hotels; hotel
distribution and services businesses (TRUST, THOR, WizCom and Neat Group);
leading online travel agencies (Orbitz, CheapTickets.com, Lodging.com,
HotelClub.com and RatesToGo.com); Shepherd Systems, an airline market
intelligence company; Travelwire, an international travel technology and
software company; Travel 2/Travel 4, a leading international provider of
long-haul air travel and travel product consolidator; and Travelport, a provider
of online global corporate travel management solutions.
Cendant Bidco is a company newly incorporated in Delaware and is an indirect
wholly owned subsidiary of Cendant. Cendant Bidco has not traded prior to the
date of this announcement (except for entering into transactions relating to the
Acquisition).
The consideration payable by Cendant Bidco to ebookers Shareholders under the
terms of the Scheme will be financed by means of an intra-group loan from
Cendant.
10. Management and Employees
The Board of Cendant has given assurances to ebookers that,
following the Scheme becoming effective, it will observe the existing
contractual and statutory employment rights, including pension rights, of all
ebookers employees as required by applicable law.
11. Arrangements with Mr Dinesh Dhamija
Compromise Agreement
It is intended that Mr Dinesh Dhamija will resign his position as Chairman and
Chief Executive Officer of ebookers on the Effective Date. It is proposed that
upon the termination of Mr Dhamija's employment with ebookers, he will be paid
£700,000.
Non-compete Agreement
As a pre-condition to the announcement of the Acquisition, Cendant has required
Mr Dhamija to enter into the Non-compete Agreement with Cendant Bidco pursuant
to which Mr Dhamija has agreed not to compete with the ebookers business or to
solicit customers, suppliers or key employees of the ebookers business for a
period of ten years following the Effective Date. In the event that the
duration of the non-compete undertaking given by Mr Dhamija to Cendant Bidco is
found to be unenforceable by a court of competent jurisdiction, Mr Dhamija and
Cendant Bidco have agreed that a shorter period of five years shall be
substituted as the duration of the non-compete undertaking. Cendant Bidco has
agreed to pay Mr Dhamija the sum of £5 million in consideration of the
undertakings given by Mr Dhamija in the Non-compete Agreement, such payment to
be made following the Effective Date.
Consultancy Agreement
Mr Dhamija and Cendant Bidco have also entered into a Consultancy Agreement
pursuant to which Mr Dhamija will provide certain consultancy services to
Cendant Bidco following the Effective Date. Under the terms of this Agreement,
Mr Dhamija will provide the consultancy services to Cendant Bidco on two
business days per week during the three calendar months following the Effective
Date and on one business day per week during the six months following such three
month period. Mr Dhamija will be entitled to receive a fee of approximately £950
for each day on which he provides the consultancy services and will be entitled
to be reimbursed for his reasonable out of pocket expenses incurred in the
performance of such services.
Credit Suisse First Boston and Ernst & Young have advised the ebookers Directors
that the terms of these arrangements are fair and reasonable in so far as other
ebookers Shareholders are concerned. In providing advice to the ebookers
Directors, Credit Suisse First Boston and Ernst & Young have taken into account
the ebookers Directors' commercial assessments.
12. ebookers Share Option Scheme and ebookers Individual Option
Arrangements
Cendant Bidco will write to participants in the ebookers Share
Option Scheme and holders of ebookers Individual Option Arrangements in due
course to inform them of the effect of the Acquisition on their rights under the
ebookers Share Option Scheme and the ebookers Individual Option Arrangements and
to set out appropriate proposals to be made to the holders of options.
13. Disclosure of Interests in ebookers
Save for the the ebookers Shares which are the subject of the
irrevocable undertakings summarised in paragraph 4, neither Cendant Bidco nor
any of the directors of Cendant Bidco nor, so far as the directors of Cendant
Bidco are aware, any person acting in concert with Cendant Bidco, owns or
controls any ebookers Shares or holds any options to purchase ebookers Shares or
has entered into any derivative referenced to securities of ebookers which
remains outstanding. In view of the requirement for confidentiality, Cendant
Bidco has not made enquiries in this respect of certain persons who may be
deemed by the Code to be acting in concert with it for the purposes of the
Acquisition.
14. Conditions
The Acquisition will be subject to the Conditions set out in
Appendix I to this announcement, including the obtaining of relevant regulatory
approvals, approvals by ebookers Shareholders and the sanction of the Scheme by
the Court.
15. Structure of the Acquisition
The Acquisition is to be effected by means of a scheme of
arrangement between ebookers and its shareholders under section 425 of the
Companies Act. The procedure involves an application by ebookers to the Court
to sanction the Scheme and confirm the cancellation of all the existing ebookers
Shares, in consideration for which ebookers Shareholders will receive cash as
described in paragraph 2 above.
To become effective, the Scheme requires, amongst other things,
the approval of a majority in number representing 75 per cent. or more in value
of the relevant ebookers Shareholders present and voting in person or by proxy
at the Court Meeting together with the sanction of the Court and the passing of
the resolutions necessary to implement the Scheme at the Extraordinary General
Meeting. The Scheme will only become effective upon delivery to the Registrar
of Companies in England and Wales of a copy of the Court Order and the
registration of the Court Order. Upon the Scheme becoming effective, it will be
binding on all ebookers Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the Extraordinary General Meeting.
The Acquisition is expected to be effective in the first quarter of 2005.
Under the Scheme, each ebookers Share will be cancelled and New
ebookers Shares will be issued fully paid to Cendant Bidco. In consideration for
the cancellation of their ebookers Shares (including ebookers Shares represented
by ebookers ADSs), holders of ebookers Shares and ebookers ADSs will receive
consideration under the terms of the Acquisition as outlined above. On the
Effective Date, ebookers will become a wholly owned subsidiary of Cendant Bidco
and share certificates in respect of ebookers Shares will cease to be valid and
should be destroyed. In addition, on the Effective Date, entitlements to
ebookers Shares held within the CREST system will be cancelled.
It is intended that Cendant Bidco will procure that a request will
be made by ebookers to the UK Listing Authority to cancel the listing of the
ebookers Shares on the Official List and to the London Stock Exchange to cancel
the admission to trading of the ebookers Shares on the London Stock Exchange's
market for listed securities so that ebookers Shares will cease to be listed on
the Official List on the Effective Date and the last day of dealing in ebookers
Shares on the London Stock Exchange will be the last dealing day before the
Effective Date. An application to cancel the quotation of ebookers ADSs on
NASDAQ and a filing with the SEC to de-register ebookers ADSs will be made
shortly after the Effective Date.
16. General
The Acquisition will be made on the terms and subject to the
Conditions set out herein and to be set out in the Scheme Document and Forms of
Proxy. The Scheme Document will include full details of the Scheme, together
with notices of the Court Meeting and the Extraordinary General Meeting, the
expected timetable and the Forms of Proxy. These will be despatched to ebookers
Shareholders and, for information only, to holders of options granted under the
ebookers Share Option Scheme and the ebookers Individual Option Arrangements, in
due course. The Acquisition will be governed by English law. The Acquisition
will be subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange, the UK Listing Authority and applicable US securities
law.
In deciding whether or not to vote in favour of the Scheme,
ebookers Shareholders should rely on the information contained in, and follow
the procedures described in, the Scheme Document and the Forms of Proxy.
Details of the sources and bases of certain information set out in
this announcement are included in Appendix II. Certain terms used in this
announcement are defined in Appendix III.
Enquiries
Cendant Media Relations Contacts:
Elizabeth Harraway, +1 (973) 496-4540
Cendant Travel Distribution Services Division
Maitland
Neil Bennet, Maitland (UK enquiries) +44 (0)20 7379 5151
David Sturken, Maitland (European enquiries) +44 (0)20 7379 5151
Cendant Investor Relations Contacts:
Sam Levenson +1 (212) 413 1832
Henry A. Diamond +1 (212) 413 1920
Citigroup Global Markets Limited +44 (0)20 7986 4000
(financial adviser to Cendant)
Peter Tague
Iain Robertson
Grant Kernaghan
ebookers plc +44 (0)20 7489 2451
Dinesh Dhamija
Michael Healy
Cubitt Consulting +44 (0)20 7367 5100
(media relations adviser)
Simon Brocklebank-Fowler
Michael Henman
Credit Suisse First Boston +44 (0)20 7888 8888
(financial adviser to ebookers)
Andrew Christie
Simon Taurins
Ian Brown
Ernst & Young +44 (0)20 7951 2000
(independent financial adviser to ebookers)
John Stephan
Steve Taylor
Citigroup Global Markets Limited ('Citigroup'), which is regulated in the UnitedKingdom by The Financial Services Authority, is acting as financial adviser to
Cendant and Cendant Bidco and no one else in connection with the Acquisition and
will not be responsible to anyone other than Cendant and Cendant Bidco for
providing the protections afforded to customers of Citigroup nor for providing
advice in relation to the Acquisition.
Credit Suisse First Boston, which is regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to ebookers and no
one else in connection with the Acquisition and will not be responsible to
anyone other than ebookers for providing the protections afforded to customers
of Credit Suisse First Boston nor for providing advice in relation to the
Acquisition.
Ernst & Young, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to ebookers solely for the
purposes of Rule 3 of the Code and is not acting as adviser to anyone else in
connection with the Acquisition and will not be responsible to anyone other than
ebookers for providing the protections afforded to clients of Ernst & Young nor
for providing advice in relation to the Acquisition.
If the Acquisition is carried out by way of an Offer, the Offer will not be
made, directly or indirectly, in or into, or by the use of the mails or any
other means or instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, Canada, Australia or Japan, and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facility or from within Canada, Australia or Japan. Accordingly, copies of this
announcement and formal documentation relating to the Offer will not be, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from Canada, Australia or Japan. Persons receiving such
documents (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and must not distribute or send such documents
into or from Australia, Canada or Japan. Doing so may invalidate any related
purported acceptance of the Offer. The Offer in the United States, if any, will
be made directly by Cendant Bidco and not by Citigroup. The Offer, if made,
will be made in accordance with the requirements of the Code and applicable US
securities law. Financial statements included in any Offer Document will be
prepared in accordance with non-US accounting standards that may not be
comparable to those used to prepare financial statements of US companies.
The availability of the Acquisition to ebookers Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. ebookers Shareholders who are not so
resident should inform themselves of, and observe, any applicable requirements.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities. Any response in relation to the Acquisition
should be made only on the basis of the information contained in the Scheme
Document or any document by which the Offer is made.
This announcement contains certain 'forward-looking' statements within the
meaning of the US Private Securities Litigation Reform Act of 1995. These
statements are based on the current expectations of ebookers' and Cendant's
management and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include
statements about the expected effects on Cendant of the acquisition of ebookers,
statements about the expected timing and scope of the Acquisition, statements
about estimated synergies and integration costs and all other statements in this
release other than historical facts. Forward-looking statements include
information about possible or assumed future financial results and usually
contain words such as 'believes,' 'intends,' 'expects,' 'anticipates,'
'estimates', or similar expressions. These statements are subject to risks and
uncertainties that may change at any time, and, therefore, actual results may
differ materially from expected results due to a variety of factors, including
but not limited to, the satisfaction of the conditions to the Scheme becoming
effective, and Cendant's ability to successfully integrate the operations and
employees of ebookers, as well as the additional factors which are reflected in
Cendant's quarterly report on Form 10-Q for the quarter ended 30 September 2004
and ebookers' annual report on Form 20-F for the year ended 31 December 2003, as
well as in their more recent filings with the SEC. Cendant and ebookers caution
investors not to place undue reliance on the forward-looking statements
contained in this announcement. These statements speak only as of the date of
this announcement, and neither Cendant nor ebookers undertake any obligation to
update or revise the statements, risks or reasons. All forward-looking
statements are expressly qualified in their entirety by this cautionary
statement.
ebookers will prepare the Scheme Document to be distributed to ebookers
Shareholders. Cendant, Cendant Bidco and ebookers urge ebookers Shareholders to
read the Scheme Document when it becomes available because it will contain
important information relating to the Acquisition.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
'relevant securities' (within the definition set out in the Code) of ebookers,
owns or controls, or becomes the owner or controller, directly or indirectly, of
one per cent. or more of any class of relevant securities of ebookers is
generally required under the provisions of Rule 8 of the Code to notify a
Regulatory Information Service and the Panel by not later than 12:00 noon
(London time) on the business day following the date of the transaction of every
dealing in such relevant securities during the period to the date on which the
Scheme becomes effective or is withdrawn (or, if applicable, the Offer becomes
or is declared unconditional as to acceptances or lapses or is withdrawn). A
copy of such notification on the appropriate form should be faxed to the Panel
by that time on +44 (0) 20 7236 7013 or e-mailed to:
In the event of any doubt as to the application
of these requirements, the Panel should be consulted on +44 (0) 20 7638 0129.
Dealings by ebookers, Cendant Bidco or their respective 'associates' (within the
definition set out in the Code) in any class of relevant securities of ebookers
or referable thereto until the end of such period should also be disclosed.
Please consult your financial adviser if you believe that this Rule may be
applicable to you.
Appendix I contains the conditions to the implementation of the Scheme and the
Acquisition; Appendix II contains sources of information and bases of
calculation; and Appendix III contains the definitions of certain terms used in
this announcement.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE ACQUISITION
The Acquisition will be conditional upon the Scheme becoming effective, by not
later than 30 June 2005 or such later date (if any) as Cendant Bidco, ebookers
and the Court may agree. The Scheme will comply with the rules and regulations
of the UK Listing Authority, the London Stock Exchange, the Code and applicable
US securities law. The Scheme will not become effective unless the following
conditions are satisfied or, where appropriate, waived:
(a) the approval of the Scheme by a majority in number representing
three-fourths or more in value of the ebookers Shareholders present and voting,
either in person or by proxy, at the Court Meeting, or any adjournment thereof;
(b) the resolution(s) in connection with or required to approve and
implement the Scheme being duly passed by the requisite majority at the
Extraordinary General Meeting, or at any adjournment thereof;
(c) the sanction (with or without modification, on terms acceptable to
Cendant Bidco) of the Scheme and confirmation of the reduction of capital
involved therein by the Court and an office copy of the Court Order and the
minute of such reduction attached thereto being delivered for registration to
the Registrar of Companies in England and Wales and, in relation to the
reduction of capital, being registered;
(d) a notification having been made to the German Federal Cartel Office
(Bundeskartellamt), and the Federal Cartel Office, within one month from its
receipt of the complete notification, either having affirmatively given
clearance, or having not given notice that it has initiated main examination
proceedings (Hauptprufverfahren) under Section 40 of the German Act against
Restraints of Competition (Gesetz gegen Wettbewerbsbeschrankungen); and
(e) a notification having been made to the Norwegian Competition
Authority and the Norwegian Competition Authority within 15 working days from
receipt of a short form notification not having required submission of a
complete notification, pursuant to the Norwegian Competition Act, No. 65 of June
11, 1993.
(f) no Third Party having intervened in any way and there not continuing
to be outstanding any statute, regulation or order of any Third Party in each
case which would or might reasonably be expected (in any case to an extent which
is material in the context of the Wider Cendant Group or the Wider ebookers
Group, as the case may be, in each case, taken as a whole) to:
(i) make the Acquisition or its implementation or the acquisition or
proposed acquisition by Cendant Bidco or any other member of the Wider Cendant
Group of any shares or other securities in, or control or management of,
ebookers or any other member of the Wider ebookers Group, void, unenforceable
and/or illegal in any jurisdiction or otherwise directly or indirectly restrain,
restrict, prohibit, prevent, delay or otherwise interfere with the
implementation thereof, or impose additional conditions or obligations with
respect thereto, or require amendment to the terms of the Acquisition or the
proposed acquisition of any shares or securities in ebookers, or the acquisition
of control of ebookers by Cendant Bidco;
(ii) require, prevent, or delay the divestiture, or alter the terms of
any proposed divestiture by Cendant Bidco or any other member of the Wider
Cendant Group or by ebookers or any other member of the Wider ebookers Group of
all or any part of their respective businesses, assets or properties or impose
any limitation on the ability of any of them to conduct any of their respective
businesses or to own or control any of their respective assets or properties or
any material part thereof;
(iii) limit or delay the ability of any member of the Wider Cendant Group
or any member of the Wider ebookers Group to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities in, or to exercise voting or management control
over, any member of the Wider Cendant Group or any member of the Wider ebookers
Group;
(iv) require any member of the Wider Cendant Group or of the Wider
ebookers Group to acquire, or to offer to acquire, any shares or other
securities (or the equivalent) in any member of either group owned by any third
party (other than in the implementation of the Acquisition);
(v) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider Cendant Group
of any shares or other securities (or the equivalent) in ebookers;
(vi) limit the ability of any member of the Wider Cendant Group or of the
Wider ebookers Group to conduct or integrate or co-ordinate its business, or any
part of it, with the businesses or any part of the businesses of any other
member of the Wider Cendant Group or of the Wider ebookers Group;
(vii) result in any member of the Wider ebookers Group ceasing to be able
to carry on business under any name under which it presently does so; or
(viii) otherwise adversely affect the business, assets, profits, financial
or trading position or prospects of any member of the Wider ebookers Group or of
the Wider Cendant Group;
(g) all necessary notifications and filings having been made, all
regulatory and statutory obligations in any relevant jurisdiction having been
complied with, all appropriate waiting and other time periods (including any
extensions of such waiting and other time periods) during which any Third Party
could intervene under any applicable legislation or regulations of any relevant
jurisdiction having expired, lapsed or been terminated, in each case in respect
of the Acquisition or the acquisition or proposed acquisition of any shares or
other securities in, or control of, ebookers or any other member of the Wider
ebookers Group by Cendant Bidco or any other member of the Wider Cendant Group
or the carrying on by any member of the Wider ebookers Group of its business
except where the failure to make any such notification or filing, or comply with
any such obligation, or the fact that any such period has not expired, lapsed or
been terminated, individually or in the aggregate, is not likely to have a
materially adverse effect on the business, assets, profits, financial or trading
position or prospects of any member of the Wider Cendant Group;
(h) all authorisations and determinations necessary or appropriate in any
relevant jurisdiction for or in respect of the Acquisition or the acquisition or
proposed acquisition of any shares or other securities in, or control of,
ebookers or any other member of the Wider ebookers Group by any member of the
Wider Cendant Group or in relation to the continuation of the business of any
member of the Wider ebookers Group having been obtained, in terms and in a form
reasonably satisfactory to Cendant Bidco, from all relevant Third Parties or
(without prejudice to the generality of the foregoing) from any persons or
bodies with whom any member of the Wider ebookers Group has entered into
contractual arrangements that are material in the context of the Wider ebookers
Group taken as a whole and such authorisations and determinations, together with
all authorisations and determinations necessary or appropriate for any member of
the Wider ebookers Group to carry on its business, remaining in full force and
effect and there being no notice or intimation of any intention to revoke,
suspend, restrict, modify or not renew any of the same in any such case in so
far as is material in the context of the Wider Cendant Group or the Wider
ebookers Group, as the case may be, in each case, taken as a whole;
(i) except as publicly announced by ebookers in accordance with the
Listing Rules, or as fairly disclosed in writing to Cendant or Cendant Bidco by
or on behalf of ebookers in connection with the Acquisition, in each case prior
to the date hereof, there being no provision of any agreement, arrangement,
licence or other instrument to which any member of the Wider ebookers Group is a
party, or by or to which any such member or any of its assets is or are or may
be bound, entitled or subject or any circumstance, which, in each case as a
consequence of the Acquisition or the proposed acquisition of any shares or
other securities in, or control of, ebookers or any other member of the Wider
ebookers Group by any member of the Wider Cendant Group or otherwise, could or
might be expected to result in, (in any case to an extent that is or would be
material in the context of the Wider ebookers Group taken as a whole):
(i) any monies borrowed by, or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any such member being or
becoming repayable or capable of being declared repayable immediately or prior
to its stated maturity, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn;
(ii) any such agreement, arrangement, licence or other instrument, or the
rights, liabilities, obligations or interests of any member of the Wider
ebookers Group thereunder, being, or becoming capable of being, terminated or
adversely modified or affected or any onerous obligation or liability arising or
any adverse action being taken or arising thereunder;
(iii) the rights, liabilities, obligations or interests of any member of
the Wider ebookers Group under any such agreement, arrangement, licence or
instrument or the interests or business of any such member in or with any other
person, firm, company or body (or any arrangement or arrangements relating to
any such interests or business) being terminated or adversely modified or
affected;
(iv) any member of the Wider ebookers Group ceasing to be able to carry on
its business under any name under which it presently does so;
(v) any asset or interest of any member of the Wider ebookers Group being
or falling to be disposed of or ceasing to be available to any member of the
Wider ebookers Group or any right arising under which any such asset or interest
could be required to be disposed of or could cease to be available to any member
of the Wider ebookers Group;
(vi) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider ebookers Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen) becoming
enforceable;
(vii) the creation of any liability (actual or contingent) by any member of
the Wider ebookers Group; or
(viii) the value or the financial or trading position or the prospects of
any member of the Wider ebookers Group being prejudiced or adversely affected,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, or other instrument to which any member of the Wider
ebookers Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, could reasonably be expected to result in any
of the events or circumstances as are referred to in sub-paragraphs (i) to
(viii) of this paragraph (i) to an extent which is material in the context of
the Wider ebookers Group as a whole;
(j) save as publicly announced by ebookers in accordance with the
Listing Rules, or as fairly disclosed in writing to Cendant Bidco or Cendant by
or on behalf of ebookers in connection with the Acquisition in each case prior
to the date hereof, no member of the Wider ebookers Group having, since 31
December 2003:
(i) (save as between ebookers and, on a pre-emptive basis, any member of
the Wider ebookers Group or upon the exercise of rights to subscribe for
ebookers Shares pursuant to the exercise of options granted under the ebookers
Share Option Scheme and the ebookers Individual Option Arrangements) issued or
agreed to issue or authorised or proposed the issue of additional shares of any
class, or of securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities, or redeemed, purchased or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise (other than to ebookers or a wholly-owned subsidiary of
ebookers);
(iii) save for transactions between members of the ebookers Group,
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any rights, title or interest in any asset
(including shares and trade investments), which, in each case, is material in
the context of the Wider ebookers Group taken as a whole, or merged with or
demerged any body corporate or authorised or proposed or announced any intention
to propose any such merger, demerger, acquisition, disposal, transfer, mortgage,
charge or security interest (other than in the ordinary course of business);
(iv) made or authorised or proposed or announced an intention to propose
any change in its loan capital or issued, authorised or proposed the issue of
any debentures;
(v) (save in the ordinary course of business or for transactions between
members of the ebookers Group) incurred or increased any indebtedness or
liability (actual or contingent) which is material in the context of the Wider
ebookers Group taken as a whole;
(vi) entered into varied or authorised, proposed or announced its
intention to enter into or vary any agreement, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise) which is of
a long-term, onerous or unusual nature or magnitude or which involves or could
involve an obligation of such a nature or magnitude and in any case which is
material in the context of the Wider ebookers Group taken as a whole;
(vii) entered into or varied the terms of any contract, agreement or
arrangement with any of the ebookers Directors or any other director or senior
executive of any member of the Wider ebookers Group;
(viii) waived or compromised any claim other than in the ordinary course of
business in any case in a manner or on terms that are material in the context of
the Wider ebookers Group taken as a whole;
(ix) taken any corporate action or had any legal proceedings instituted
or threatened against it or petition presented or order made, in each case for
its winding-up (voluntary or otherwise), dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any material part of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person appointed;
(x) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xi) made any alteration to the memorandum or articles of association of
ebookers or any material alteration to the memorandum or articles of association
(or equivalent constitutional documents) of any of ebookers' subsidiaries;
(xii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
(xiii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement;
(xiv) entered into any contract, transaction or arrangement which is
or could be restrictive on the business of any member of the Wider ebookers
Group or the Wider Cendant Group other than to a nature and extent which is
normal in the context of the business concerned; or
(xv) entered into any contract, commitment, agreement or arrangement or
passed any resolution with respect to, or announced an intention to, or to
propose to, effect any of the transactions, matters or events referred to in
this Condition (j);
(k) since 31 December 2003, and save as publicly announced in accordance
with the Listing Rules by ebookers, or as fairly disclosed in writing by or on
behalf of ebookers to Cendant or Cendant Bidco in connection with the
Acquisition in each case prior to the date hereof:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of ebookers or any
other member of the Wider ebookers Group that is material in the context of the
Wider ebookers Group taken as a whole;
(ii) no litigation or arbitration proceedings, prosecution or other legal
proceedings having been instituted, announced, implemented or threatened in
writing by or against or remaining outstanding against or in respect of any
member of the Wider ebookers Group or to which any member of the Wider ebookers
Group is or may become a party (whether as plaintiff, defendant or otherwise)
which in any such case might be reasonably expected adversely and materially to
affect any member of the Wider ebookers Group;
(iii) (other than as a result of the Acquisition) no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened in writing, announced, implemented or instituted by or against or
remaining outstanding against or in respect of any member of the Wider ebookers
Group which in any such case is adverse to the interests of any member of the
Wider ebookers Group and is material in the context of the Wider ebookers Group
taken as a whole; and
(iv) no contingent or other liability of any member of the Wider ebookers
Group having arisen or become apparent to Cendant Bidco or increased which in
any case is material in the context of the Wider ebookers Group taken as a
whole.
(l) save as publicly announced in accordance with the Listing Rules by
ebookers, or fairly disclosed in writing by or on behalf of ebookers to Cendant
or Cendant Bidco in connection with the Acquisition prior to the date hereof,
Cendant Bidco not having discovered:
(i) that any financial, business or other information concerning
ebookers or the Wider ebookers Group that has been disclosed at any time by or
on behalf of any member of the Wider ebookers Group whether publicly, or to any
member of the Wider Cendant Group, is misleading, contains any misrepresentation
of fact or omits to state a fact necessary to make the information contained
therein not misleading; or
(ii) that any member of the Wider ebookers Group or any partnership,
company or other entity in which any member of the Wider ebookers Group has a
significant economic interest and which is not a subsidiary of ebookers is
subject to any liability (actual or contingent) that has not been publicly
announced and which in any case is material in the context of the Wider ebookers
Group taken as a whole; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider ebookers Group
and which is material in the context of the Wider ebookers Group taken as a
whole; and
(m) Cendant Bidco not having discovered that, save as publicly announced
by ebookers in accordance with the Listing Rules or fairly disclosed in writing
to Cendant or Cendant Bidco by and on behalf of ebookers prior to the date
hereof:
(i) any past or present member of the Wider ebookers Group has not
complied with all applicable legislation or regulations of any jurisdiction with
regard to the storage, disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health, or otherwise relating to environmental matters or the
health and safety of any person, or that there has otherwise been any such use,
treatment, handling, storage, transport, release, disposal, discharge, spillage,
leak or emission (whether or not this constituted a non-compliance by any person
with any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider ebookers
Group which in any case is material in the context of the Wider ebookers Group
taken as a whole; or
(ii) there is, or is likely to be, any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider ebookers Group, or in which any such member may now or previously have had
or be deemed to have or have had an interest, or any other property or any
controlled waters under any environmental legislation, regulation, notice,
circular or order or other lawful requirement of any relevant authority or Third
Party or otherwise which in any case is material in the context of the Wider
ebookers Group taken as a whole.
(n) the Merger Agreement not having been terminated in accordance with
its terms.
For the purposes of these conditions:
(a) 'Third Party' means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;
(b) a Third Party shall be regarded as having 'intervened' if it has
decided to take, institute, implement, or threaten any action, proceeding, suit,
investigation or enquiry or reference, or made, enacted or proposed any statute,
regulation, decision or order, or taken any measures or other steps or required
any action to be taken or information to be provided or otherwise having done
anything and 'intervene' shall be construed accordingly;
(c) 'authorisations' means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals;
(d) 'publicly announced' means disclosed in the annual report and
accounts of ebookers for the year ended 31 December 2003 or otherwise announced
on or before the date hereof by ebookers by the delivery of an announcement to a
Regulatory Information Service; and
(e) 'the Wider ebookers Group' means ebookers and its subsidiary
undertakings, associated undertakings and any other undertakings in which
ebookers and such undertakings (aggregating their interests) have a substantial
interest and 'the Wider Cendant Group' means Cendant and its subsidiary
undertakings, associated undertakings and any other undertaking in which Cendant
and such undertakings (aggregating their interests) have a substantial interest
and, for these purposes, 'subsidiary undertaking', 'associated undertaking' and
'undertaking' have the meanings given by the Companies Act (but for this purpose
ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act) and
'substantial interest' means a direct or indirect interest in 20 per cent. or
more of the equity capital of an undertaking.
Subject to the requirements of the Panel, Cendant Bidco reserves the right to
waive all or any of the above Conditions, in whole or in part, except Conditions
(a), (b) and (c). The Acquisition will lapse and the Scheme will not proceed
unless all the above Conditions are fulfilled or (if capable of waiver) waived
or, where appropriate, determined by Cendant Bidco to have been satisfied or to
remain satisfied prior to the Scheme being sanctioned by the Court. Cendant
Bidco shall be under no obligation to waive or treat as fulfilled any of
Conditions (d) to (m) above inclusive by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other Conditions may
at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
Cendant Bidco reserves the right to elect to implement the Acquisition by way of
a takeover offer (as defined in section 428 of the Companies Act). In such
event, such offer will be implemented on the same terms (subject to appropriate
amendments, including (without limitation) an acceptance condition set at ninety
per cent. of the shares to which such offer relates), so far as applicable, as
those which would apply to the Scheme.
If Cendant Bidco is required by the Panel to make an offer for ebookers Shares
under the provisions of Rule 9 of the Code, Cendant Bidco may make such
alterations to any of the above conditions as are necessary to comply with the
provisions of that Rule.
The Scheme will not proceed if the European Commission initiates proceedings
under Article 6(1)(c) of Council Regulation (EC) 139/2004 or the Acquisition is
referred to the Competition Commission before the date of the Court Meeting.
The Scheme will be governed by English law and be subject to the jurisdiction of
the English courts, to the conditions set out above and the further terms set
out below and to be set out in the formal Scheme Document and related Forms of
Proxy.
The availability of the Acquisition to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
APPENDIX II
SOURCES AND BASES
In this announcement:
(i) Unless otherwise stated, financial information concerning ebookers
has been extracted from the Annual Report and Accounts of ebookers for the year
ended 31 December 2003, the interim report for the 6 months ended 30 June 2004
and the quarterly results announcement for the three months ended 30 September
2004.
(ii) The value of the issued share capital of ebookers is based upon 65.3
million ebookers Shares in issue on 1 December 2004 and excludes ebookers Shares
which could fall to be issued on exercise in full of options granted under the
ebookers Share Option Scheme and the ebookers Individual Option Arrangements.
(iii) An exchange rate of £1.00=US$1.9345 has been used throughout this
announcement.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
'Acquisition' the proposed acquisition by Cendant Bidco of
ebookers by means of the Scheme or, should Cendant
Bidco so elect, by means of the Offer
'Alternative Proposal' any proposal or offer by any third party (other
than a proposal or offer by or on behalf of
Cendant or any subsidiary thereof) for 50 per
cent or more of the voting share capital of
ebookers whether by offer, merger, scheme of
arrangement or other means and any partnership,
joint venture or other business combination
involving a change of control of ebookers, or
contribution, disposal or purchase of 50 per
cent or more of the assets, businesses, revenues
or undertaking of ebookers and its subsidiaries
or other similar transaction that is inconsistent
with the implementation of the Acquisition
'Australia' the Commonwealth of Australia, its states,
territories and possessions and all areas subject
to its jurisdiction or any subdivision thereof
the Commonwealth of Australia and its dependent
territories
'Board' The board of directors of Cendant, Cendant Bidco
or ebookers, as the context may require
'business day' any day, other than a Saturday, Sunday or public
or bank holiday, on which banks are generally open
for business in the City of London
'Canada' Canada, its provinces, territories and all areas
subject to its jurisdiction and any political
sub-division thereof
'Capital Reduction' the proposed reduction of the capital of ebookers
in connection with the Scheme
'Cendant' Cendant Corporation, a Delaware corporation
'Cendant Bidco' Cendant UK Acquisition Corporation, a Delaware
corporation
'Cendant Group' Cendant Corporation and its subsidiaries
'Citigroup' Citigroup Global Markets Limited
'Code' The City Code on Takeovers and Mergers
'Companies Act' the Companies Act 1985, as amended
'Company' ebookers
'Conditions' the conditions to the Acquisition set out in
Appendix I to this announcement
'Court' the High Court of Justice in England and Wales
'Court Meeting' the meeting or meetings of ebookers Shareholders
as may be convened pursuant to an order of the
Court under section 425 of the Companies
Act for the purpose of considering and, if
thought fit, approving the Scheme (with or without
amendment) including any adjournment or
postponement of any such meeting
'Court Order' the order of the Court sanctioning the Scheme
under section 425 of the Companies Act and
confirming the Capital Reduction provided for by
the Scheme under section 137 of the Companies Act
'Credit Suisse First Boston' Credit Suisse First Boston (Europe) Limited
'Daily Official List' the Daily Official List of the London Stock
Exchange
'ebookers' ebookers plc
'ebookers ADS' one American Depository Share of ebookers
representing two ebookers Shares
'ebookers Directors' the Board of ebookers from time to time
'ebookers Individual Option options to acquire ebookers Shares granted to
Arrangements' certain current and former ebookers Directors
under individual agreements
'ebookers Shareholders' holders of ebookers Shares
'ebookers Share Option Scheme'the ebookers Executive Share Option Scheme 1999
'ebookers Shares' the existing unconditionally allotted or issued
and fully paid ordinary shares of 14 pence each in
the capital of ebookers
'Effective Date' the day on which the Scheme becomes effective in
accordance with its terms
'Ernst & Young' Ernst & Young LLP
'Forms of Proxy' the forms of proxy for use at the Court Meeting
and Extraordinary General Meeting
'Japan' Japan, its cities, prefectures, territories and
possessions and all areas subject to its
jurisdiction or any subdivision thereof
'Listing Rules' the listing rules of the UK Listing Authority
'London Stock Exchange' London Stock Exchange plc
'Merger Agreement' the Merger Agreement dated the date of this
announcement between Cendant, Cendant Bidco and
ebookers
'NASDAQ' The NASDAQ Stock Market, Inc
'New ebookers Shares' the ordinary shares of 14 pence each in the
capital of ebookers to be issued credited as
fully paid up to Cendant Bidco pursuant to the
Scheme
'Offer' should Cendant elect to effect the Acquisition by
way of an offer, the offer to be made (outside the
US) by Citigroup for and on behalf of Cendant or
Cendant Bidco and (in the US) by Cendant or
Cendant Bidco for all of the ebookers Shares on
the terms and subject to the conditions to be set
out in the related offer document and form of
acceptance including, where the context requires,
any subsequent revision, variation, extension or
renewal thereof
'Offer Document' the document to be despatched to (amongst others)
holders of ebookers Shares pursuant to which the
Offer would be made
'Official List' the Official List of the UK Listing Authority
'Panel' The Panel on Takeovers and Mergers
'Scheme' the proposed scheme of arrangement under section
425 of the Companies Act between ebookers and the
ebookers Shareholders to effect the Acquisition,
the full terms of which will be set out in the
Scheme Document
'Scheme Document' the document to be sent to ebookers Shareholders
containing and setting out the terms and
conditions of the Scheme and the notices convening
the Court Meeting and the Extraordinary General
Meeting
'SEC' US Securities and Exchange Commission
'subsidiary' shall be construed in accordance with the
Companies Act
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern
Ireland
'UK Listing Authority' the Financial Services Authority acting in its
capacity as the competent authority for listing
under Part VI of the Financial Services and
Markets Act 2000
'US' or 'United States' the United States of America, its possessions and
territories, all areas subject to its jurisdiction
or any subdivision thereof, any State of the
United States and the District of Columbia
'£', 'sterling' and 'pence' means the lawful currency of the UK
'$' or 'US$' United States dollars