Orbitz Inc SEC Form SC 14D9/A Filed November 12, 2004 Last Updated February 2, 2020 at 11:50 PM ST

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Submission Parts

Sequence Document Type File Name Description
1 SEC Form AMENDMENT NO. 3 TO SCHEDULE 14D-9
2 SEC Form PRESS RELEASE
3 SEC Form PRESS RELEASE ISSUED BY THE PARENT, DATED NOVEMBER 12, 2004
4 Image g26590image002.gif GRAPHIC

AMENDMENT NO. 3 TO SCHEDULE 14D-9

Amendment No. 3 to Schedule 14D-9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14D-9

 

(Amendment No. 3)

 

Solicitation/Recommendation Statement under

Section 14(d)(4) of the Securities Exchange Act of 1934

 


 

ORBITZ, INC.

(Name of Subject Company)

 

ORBITZ, INC.

(Name of Persons Filing Statement)

 

CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE

CLASS B COMMON STOCK, PAR VALUE $.001 PER SHARE

(Title of Class of Securities)

 

68556Y 10 0

(CUSIP Number of Class A Common Stock)

(No CUSIP for Class B Common Stock)

 

Jeffrey G. Katz

Chairman, President and Chief Executive Officer

 

Orbitz, Inc.

200 S. Wacker Drive, Suite 1900

Chicago, Illinois 60606

(312) 894-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Persons Filing Statement)

 


 

With copies to:

 

   

Gary R. Doernhoefer, Esq.

Richard D. Buchband, Esq.

Orbitz, Inc.

200 S. Wacker Drive, Suite 1900

Chicago, Illinois 60606

(312) 894-5000

   

Mark D. Gerstein, Esq.

Christopher D. Lueking, Esq. Latham & Watkins LLP

233 S. Wacker Drive, Suite 5800 Chicago, Illinois 60606

(312) 876-7700

     

Robert F. Wall, Esq.

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, Illinois 60601

(312) 558-5600

 


 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 



This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, as amended through the date hereof (the “Statement”), originally filed with the Securities and Exchange Commission on October 6, 2004, by Orbitz, Inc., a Delaware corporation (the “Company” or “Orbitz”), relating to the tender offers by Robertson Acquisition Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Cendant Corporation (“Parent”), a Delaware corporation, disclosed in a Tender Offer Statement on Schedule TO dated October 6, 2004 pertaining to the Company’s Class A Common Stock, par value $.001 per share (the “Class A Common Stock”), filed by Parent, to purchase all of the shares of Class A Common Stock and the Company’s Class B Common Stock, par value $.001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Shares”), which are not currently owned by the Purchaser, at a purchase price of $27.50 per Share (such price, or any such higher price per Share as may be paid, the “Offer Price”), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 6, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, are referred to herein collectively as the “Offers”). The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Statement, respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Statement.

 

Item 8. Additional Information.

 

Item 8 of the Statement is hereby amended and supplemented as follows:

 

The Statement is hereby amended by adding the following paragraph after the ultimate paragraph of Item 8:

 

“The Offers expired at 12:00 midnight, New York City time, on Wednesday, November 10, 2004. Parent and Purchaser have been advised by Mellon Investor Services LLC, which is serving as the Depositary in connection with the Offers, that as of the expiration of the Offers on November 10, 2004, more than 90% of the Company’s issued and outstanding Class A Common Stock and all of the Company’s issued and outstanding Class B Common Stock had been validly tendered and not withdrawn pursuant to the Offers. The Purchaser has accepted for purchase and payment all Shares validly tendered and not withdrawn pursuant to the Offers. Parent completed the Merger through a short-form merger on November 12, 2004, in which all outstanding Shares not purchased by Purchaser in the Offers have been converted into the right to receive the Offer Price in cash, without interest.”

 

Item 9. Exhibits

 

Item 9 of the Statement is hereby amended and supplemented to add the following:

 

“(a)(5)(G) Press Release issued by the Parent, dated November 11, 2004.

 

(a)(5)(H) Press Release issued by the Parent, dated November 12, 2004.”

 

2


SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

ORBITZ, INC.

By:

 

/s/ JEFFREY G. KATZ


Name:

 

Jeffrey G. Katz

Title:

 

Chairman, President and Chief Executive Officer

 

Dated: November 12, 2004

PRESS RELEASE

Press Release

Exhibit 99 (a)(5)(G)

 

CENDANT CORPORATION COMPLETES CASH TENDER OFFERS FOR ORBITZ, INC.

 

New York, New York, November 11, 2004—Cendant Corporation (NYSE: CD) announced today the successful completion of the cash tender offers by its indirect wholly owned subsidiary, Robertson Acquisition Corporation, at $27.50 per share, for all the outstanding shares of Class A and Class B common stock of Orbitz, Inc. (Nasdaq: ORBZ). The tender offers expired at 12:00 midnight, New York City time, on Wednesday, November 10, 2004.

 

Cendant has been advised by Mellon Investor Services LLC, the depositary for the tender offers, that, as of the expiration of the tender offers, more than 90 percent of Orbitz’s issued and oustanding Class A common stock and all of Orbitz’s issued and outstanding Class B common stock had been tendered and not withdrawn. All validly tendered shares have been accepted for purchase in accordance with the terms of the tender offers.

 

Cendant intends to complete the acquisition of Orbitz through a short-form merger on or about November 12, 2004, in which all outstanding shares of Orbitz common stock not purchased by Cendant in the tender offers will be converted into the right to receive $27.50 per share in cash, without interest.

 

About Cendant Travel Distribution Services

 

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 (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.

 

About Cendant Corporation

 

Cendant Corporation 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 the Company’s Web site at http://www.cendant.com or by calling 877-4INFOCD (877-446-3623).

 

About Orbitz

 

Orbitz is a leading online travel company that enables travelers to search for and purchase a broad array of travel products, including airline tickets, lodging, rental cars, cruises and vacation packages. Since launching its Web site to the general public in June 2001, Orbitz has become the third largest online travel site based on gross travel bookings. On http://www.orbitz.com, consumers can search more than 455 airlines, as well as rates at tens of thousands of lodging properties worldwide and at 22 car rental companies.


Cendant Media Relations Contacts:

 

Cendant Travel Distribution Services Division

Kate Sullivan

(973) 496-4540

 

Cendant Corporation

Elliot Bloom

(212) 413-1832

 

Jonathan Mairs

Ogilvy Public Relations Worldwide

(212) 880-5353

 

Cendant Investor Relations Contacts:

 

Sam Levenson

(212) 413-1832

 

Henry A. Diamond

(212) 413-1920

 

Orbitz Media Relations Contacts:

 

Carol Jouzaitis

(312) 894-4774

 

Steve Frankel

Abernathy McGregor

(212) 371-5999

 

Orbitz Investor Relations Contact:

 

Frank Petito

(312) 894-4830

PRESS RELEASE ISSUED BY THE PARENT, DATED NOVEMBER 12, 2004

Press Release issued by the Parent, dated November 12, 2004

Exhibit 99(a)(5)(H)

 

LOGO

 

CENDANT CORPORATION COMPLETES ACQUISITION OF ORBITZ, INC.

 

NEW YORK, November 12, 2004—Cendant Corporation (NYSE: CD) announced today the successful completion of its previously announced acquisition of Orbitz, Inc. for a fully diluted equity value of approximately $1.25 billion or approximately $1 billion net of acquired cash. Cendant acquired Orbitz through cash tender offers for $27.50 per share and a subsequent merger of an indirect wholly-owned subsidiary with and into Orbitz.

 

As a result of the merger, any outstanding shares of common stock not validly tendered and accepted for payment in the tender offers were converted into the right to receive $27.50 per share in cash, without interest. Mellon Investor Services, the depositary for the tender offers, will mail to non-tendering stockholders materials to be used to exchange Orbitz stock certificates for such payment. Orbitz shares will be delisted from Nasdaq and cease trading at the close of business today.

 

“The acquisition of Orbitz is strategic on many fronts,” noted Samuel L. Katz, chairman and CEO, Cendant Travel Distribution Services Division (Cendant TDS). “The utilization of Orbitz technology in concert with our other online assets, such as CheapTickets.com and Travelport, will benefit our leisure travelers and corporate clients through the employment of new technologies, enhanced content and ease of use. Cendant TDS supplier partners will have access to one of the largest and most diverse distribution portfolios provided by a single source, including access to nearly 30 million global unique monthly Web site visitors and 44,000 travel agency locations.”

 

About Cendant Travel Distribution Services

 

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.com, 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 corporate travel solutions, Travelport and Orbitz for Business.

 

About Cendant Corporation

 

Cendant Corporation 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 the Company’s Web site at http://www.cendant.com or by calling 877-4INFOCD (877-446-3623).

 

Statements about the expected effects on Cendant of the acquisition of Orbitz, statements about the expected timing, certainty and scope of the acquisition and all other statements in this release other than historical facts are forward-looking statements. 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. We caution


investors not to place undue reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this press release, and we undertake no obligation to update or revise the statements, risks or reasons. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

 

Cendant Media Relations Contacts:

 

Cendant Travel Distribution Services Division

Kate Sullivan

(973) 496-4540

 

Cendant Corporation

Elliot Bloom

(212) 413-1832

 

Jacqueline Chen

Ogilvy Public Relations Worldwide

(212) 880-5335

 

Cendant Investor Relations Contacts:

 

Sam Levenson

(212) 413-1832

 

Henry A. Diamond

(212) 413-1920

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