The Special Committee of the board of directors of Travelocity.com Inc. (“Travelocity”) (Nasdaq: TVLY) announced that the Special Committee delivered to the Travelocity board of directors today the Special Committee`s initial report regarding Sabre Inc.`s proposed cash tender offer to purchase for $23 in cash the shares of Travelocity common stock that Sabre or its affiliates do not already own.
In its initial report, the Special Committee, which is comprised of independent, outside directors, stated its belief that if Sabre
commences a tender offer at the previously announced price of $23 per share, such price would be inadequate. In making this determination, the Special Committee considered a number a factors, including the following:
* the advice of Salomon Smith Barney, the Special Committee`s financial
advisor, that it is prepared to render an opinion to the Special
Committee, if requested, that subject to and based on considerations
that would be described in the financial advisor`s written opinion, the
potential $23 offer price would be inadequate, from a financial point
of view, to Travelocity`s non-Sabre stockholders;
* its belief that the potential $23 offer price does not reflect the
long-term value inherent in Travelocity, one of the leading online
* its view that Sabre`s offer, if made, would constitute an opportunistic
attempt to acquire Travelocity at a time when its stock price is
* that the potential $23 offer price represents only an approximate 3.1%
premium above Travelocity`s February 15th trailing 30-day average
closing price of $22.31, and an approximate 5.6% discount from
Travelocity`s February 15th trailing 60-day average closing price of
* its commitment to protecting the best interests of non-Sabre
stockholders of Travelocity.
If and when Sabre should commence a tender offer under applicable securities laws, Sabre`s offer will be considered by the Special Committee, and Travelocity will fully advise stockholders of Travelocity`s position with respect to the offer no later than ten business days after commencement. The Special Committee urges Travelocity stockholders not to take any action with respect to Sabre`s offer (if and when made) until they have been fully advised of Travelocity`s position.
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