Filed by Cendant Corporation
Commission File No. 1-10308
Pursuant to Rule 425 under
the Securities Act of 1933
Subject Company: Galileo International, Inc.
Commission File No. 333-64738
EXCHANGE RATIO DETERMINED
IN CENDANT'S ACQUISITION OF GALILEO INTERNATIONAL, INC.
New York, NY and Rosemont, IL - August 24, 2001 - Cendant Corporation
(NYSE:CD) and Galileo International, Inc. (NYSE:GLC) today announced that
the exchange ratio, or the number of shares of Cendant common stock to be
exchanged for each share of Galileo common stock held by Galileo's
stockholders in connection with Cendant's acquisition of Galileo, has been
determined. In accordance with the terms of the merger agreement, Galileo
stockholders will receive 1.328 shares of Cendant common stock for each
share of Galileo common stock they hold. The cash portion of the merger
consideration to be paid to Galileo stockholders will not be determined
until the closing date of the merger.
The average of the closing sales prices for Cendant common stock between
July 30th and August 24th, the 20 consecutive trading days preceding the
third trading day prior to the August 30th special meeting of Galileo
stockholders, exceeds $20.00. Therefore, in accordance with the merger
agreement, the exchange ratio is fixed at 1.328 shares of Cendant common
stock for each share of Galileo common stock.
Galileo stockholders will also receive $6.435 in cash per share of Galileo
common stock if the average of the high and low sales prices of Cendant
common stock on the closing date of the merger equals or exceeds $20.00;
otherwise the cash portion of the merger consideration will be reduced in
accordance with the terms of the merger agreement.
About Cendant Corporation
-------------------------
Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 57,000 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 877-4INFO-CD (877-446-3623).
About Galileo International, Inc.
---------------------------------
Galileo International is a diversified, global technology leader. Its core
business is providing electronic global distribution services for the
travel industry through its computerized reservation systems, leading-edge
products and innovative Internet-based solutions. Galileo is a value-added
distributor of travel inventory dedicated to supporting its travel agency
and corporate customers and, through them, expanding traveler choice. Among
Galileo's subsidiaries are TRIP.com, an award-winning online travel service
and technology provider; and Quantitude, which delivers advanced
telecommunications services and enterprise networking solutions. Galileo
also offers secure, flexible and cost-effective managed hosting services.
Headquartered in Rosemont, Illinois, USA, Galileo International has offices
worldwide and operates a state-of-the-art data center in Greenwood Village,
Colo., USA. Visit www.galileo.com.
This document is being filed pursuant to Rule 425 under the Securities Act
of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
# # #
CENDANT MEDIA CONTACT: CENDANT INVESTOR CONTACTS:
Elliot Bloom Denise Gillen
(212) 413-1832 (212) 413-1833
GALILEO MEDIA CONTACT: Sam Levenson
Andrea Steffy (212) 413-1834
(847) 518-4973
GALILEO INVESTOR CONTACTS:
Tammy Bobbitt
(847) 518-4771
THIS DOCUMENT IS BEING FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT
OF 1933 AND IS DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES
EXCHANGE ACT OF 1934. CENDANT AND GALILEO HAVE FILED A PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED
MERGER TRANSACTION WITH THE SEC. INVESTORS ARE URGED TO READ THIS PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED
TRANSACTION. YOU MAY OBTAIN THE DOCUMENTS FILED WITH THE SEC FREE OF CHARGE
AT THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. IN ADDITION, YOU MAY
OBTAIN DOCUMENTS FILED WITH THE SEC BY GALILEO FREE OF CHARGE BY REQUESTING
THEM IN WRITING FROM GALILEO, 9700 WEST HIGGINS ROAD, SUITE 400, ROSEMONT,
ILL, 60018, ATTENTION: INVESTOR RELATIONS, OR BY TELEPHONE AT (847)
518-4000.
GALILEO AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM GALILEO'S STOCKHOLDERS. A
LIST OF THE NAMES OF THOSE DIRECTORS AND EXECUTIVE OFFICERS AND
DESCRIPTIONS OF THEIR INTERESTS IN GALILEO AND THIS TRANSACTION ARE
CONTAINED IN THE PROXY STATEMENT/PROSPECTUS DATED JULY 25, 2001 FILED BY
CENDANT AND GALILEO WITH THE SEC.