Cendant takes over ebookers for £209 million

Cendant Corporation and ebookers have agreed to the terms of a recommended cash acquisition of ebookers by a wholly-owned subsidiary of Cendant.

Under the terms of the acquisition, ebookers' shareholders will be entitled to receive 320 pence per ebookers share in cash, valuing ebookers' issued share capital at approximately £209.0 million ($404.3 million). As of September 30, 2004, ebookers had gross debt of approximately £18.1 million ($35.0 million) and cash at bank and in hand of approximately £56.7 million ($109.7 million). Holders of ebookers' American Depositary Shares ("ADSs") will be entitled to receive 640 pence per ebookers' ADS in cash (equivalent to $12.38). The acquisition is expected to be completed in the first quarter of 2005.

Cendant has received irrevocable undertakings to vote in favour of the acquisition from ebookers' shareholders, including Flightbookers Investments Limited, which is controlled by a trust in which Dinesh Dhamija, Chairman and CEO of ebookers, has an interest, in respect of approximately 27 million shares, representing approximately 41.4% of ebookers' share capital.

ebookers is a leading pan-European online travel agency with Web sites 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.

"ebookers will serve as the foundation for Cendant's online travel consumer vertical in Europe. The addition of ebookers to our portfolio of travel distribution businesses immediately strengthens Cendant's position as one of the world's leading online travel  distributors, and provides a foundation for significant growth opportunities in the fast-growing European online travel segment" said Samuel L. Katz, Chairman and CEO, Cendant Travel Distribution Services Division. "This transaction is an integral part of our continuing effort to expand our global 'order making' capabilities through both our existing businesses and through strategic 'tuck-ins'. The combination of Cendant TDS and ebookers addresses the needs of the rapidly changing travel environment in Europe by enabling consumers, suppliers and travel agencies to benefit from richer content, wider distribution and increased value.

"Recent industry research suggests that online penetration of the travel market in Europe is less than 10% of gross bookings, compared to more than 30% in the U.S. providing us with the potential for significant growth."

Gordon Wilson, Managing Director for Cendant TDS International Markets division, said "This is a clear example of TDS delivering on its stated strategy of integrating its travel assets throughout the distribution chain to become a multi-channel distributor of the richest travel inventory. We are looking forward to working closely with ebookers' outstanding team to build on their considerable achievements."

Dinesh Dhamija, Chairman and CEO of ebookers said, "ebookers has become a leader in European online travel and today's transaction represents a logical next step in the Company's development. Within the Cendant group, ebookers will be well placed to take the business to the next level, building on our existing strengths in Europe, and excellence in value-add services such as long haul and hotels. This is good news for our customers, our shareholders and our employees."

Dinesh Dhamija will resign his position with ebookers after the acquisition is completed but will remain available to Cendant in a consulting capacity.

The acquisition is conditional on, amongst other things, certain approvals by ebookers' shareholders, and the sanction of the scheme of arrangement by the Court. Regulatory clearances from the relevant competition authorities in Germany and Norway will also have to be obtained.

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