HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED. If we decide to extend the offer, we will inform First Chicago Trust Company of New York, the Depositary, of that fact, and will issue a press release giving the new expiration date no later than 9:00 a.m., New York City time, on the day after the offer was previously scheduled to expire. Please see Section 1. HOW DO I TENDER MY SHARES? To tender your shares in the offer, you must: - Complete and sign the accompanying letter of transmittal (or a manually signed facsimile of the letter of transmittal) in accordance with the instructions in the letter of transmittal and mail or deliver it together with your share certificates, and any other required documents, to the Depositary no later than the time the offer expires; - Tender your shares pursuant to the procedure for book-entry transfer set forth in Section 3; or - If your share certificates are not immediately available or if you cannot deliver your share certificates, and any other required documents, to First Chicago Trust Company of New York prior to the expiration of the offer, or you cannot complete the procedure for delivery by book-entry transfer on a timely basis, tender your shares by complying with the guaranteed delivery procedures described in Section 3. UNTIL WHEN CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? - You may withdraw any previously tendered shares at any time prior to the expiration of the offer, and, unless we have previously accepted them for purchase under the offer, you may also withdraw any previously tendered shares at any time after November 6, 2000. Please see Section 4. HOW DO I WITHDRAW MY PREVIOUSLY TENDERED SHARES? - In order to withdraw your tender of shares, you must deliver a written or facsimile notice of withdrawal with the required information to First Chicago Trust Company of New York while you still have the right to withdraw. If you tendered shares by giving instructions to a broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your shares. WHAT DOES THE COMPANY'S BOARD OF DIRECTORS THINK OF THE OFFER? - The Board of Directors of the Company has unanimously determined that the offer and merger are fair to, and in the best interests of, the holders of the Company's common stock, approved and adopted the merger agreement and the merger, and recommends that the holders of the shares accept the offer and tender their shares in the offer. WILL THERE CONTINUE TO BE A PUBLIC MARKET FOR MY SHARES? - No. If the merger occurs, the shares of common stock will no longer be publicly traded. Even if the merger does not occur, if we purchase all the tendered shares, there may be so few remaining holders of the shares of common stock and publicly held shares that the shares may no longer be eligible to be traded through the New York Stock Exchange or other securities markets, there may not be a public trading market for the shares and the Company may cease making filings with the SEC with respect to the common stock. Please see Section 13. WILL THE COMPANY CONTINUE TO MAKE FILINGS WITH RESPECT TO THE DLJDIRECT COMMON STOCK AND THE PREFERRED STOCK? - We currently expect that the Company will continue to file reports with the SEC as a result of the DLJDIRECT common stock and the preferred stock remaining outstanding. The information in these reports, however, will be confined to information concerning the Company, the DLJDIRECT common stock and the preferred stock, and will not include information concerning Credit Suisse Group or any of Credit Suisse Group's other subsidiaries. WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF NOT ALL OF THE PUBLICLY HELD SHARES ARE TENDERED? - Yes. The number of shares tendered in the tender offer will not affect whether we merge with the Company. Pursuant to a stock purchase agreement between our ultimate parent corporation, Credit Suisse Group, and the Company's principal stockholders, Credit Suisse Group or one of its subsidiaries expects to acquire all of the principal stockholders' shares of common stock, which constitute approximately 71% of the currently outstanding common stock. Accordingly, regardless of the number of shares of common stock that are tendered in the offer, Credit Suisse Group expects to acquire a sufficient number of shares to effect the merger without requiring the vote of any other stockholders. Upon the occurrence of the merger, the Company will become an indirect subsidiary of Credit Suisse Group, and each share that remains outstanding (other than any shares owned by the Company or by Credit Suisse Group or any of their wholly-owned subsidiaries, and any shares held by stockholders seeking appraisal for their shares) will be converted automatically into the right to receive $90.00 net per share, in cash (or any greater amount per share we pay in the offer). IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? - If you decide not to tender your shares in the offer and the merger occurs, you will receive in the merger the same amount of cash per share as if you had tendered your shares in the offer, subject to any dissenters' rights properly exercised under Delaware law. WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? - On Friday, August 25, 2000, the last reported closing price per share reported on the New York Stock Exchange Composite Tape was $61.125 per share. On Tuesday, August 29, 2000, the last full trading day before we announced our offer, the last reported closing price per share reported on the New York Stock Exchange Composite Tape was $84.00 per share. Please see Section 7. WITH WHOM MAY I TALK IF I HAVE QUESTIONS ABOUT THE OFFER? - You can call ▇.▇. ▇▇▇▇ & Co., Inc., the Information Agent, at (800) 628-8536 or Credit Suisse First Boston Corporation, the Dealer Manager, toll free at (▇▇▇) ▇▇▇-▇▇▇▇. See the back cover of this offer to purchase. To the Holders of the Series of Common Stock Designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.-- DLJ Common Stock of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.: INTRODUCTION Diamond Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Credit Suisse Group, a corporation organized under the laws of Switzerland ("CSG"), hereby offers to purchase all the shares of common stock of the series designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.--DLJ Common Stock, par value $.10 per share ("Shares"), of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc., a Delaware corporation (the "Company"), that are issued and outstanding for $90.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase and any amendments or supplements hereto or thereto, collectively constitute the "Offer"). Please read Section 8 for additional information concerning CSG and Purchaser. Tendering stockholders who are record owners of their Shares and tender directly to the Depositary will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. If you own your Shares through a broker or other nominee, and your broker tenders your Shares on your behalf, your broker or nominee may charge a fee for doing so. You should consult your broker or nominee to determine whether any charges or commissions will apply. Any tendering stockholder or other payee that fails to complete and sign the Substitute Form W-9, which is included in the Letter of Transmittal, may be subject to a required back-up U.S. federal income tax withholding of 31% of the gross proceeds payable to such stockholder or other payee pursuant to the Offer. See Section 5. Purchaser or CSG will pay all charges and expenses of First Chicago Trust Company of New York (the "Depositary") and ▇.▇. ▇▇▇▇ & Co., Inc. (the "Information Agent") incurred in connection with the Offer. See Section 16. The Board of Directors of the Company (the "Company Board") has received the written opinion, dated August 29, 2000, of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJSC"), financial advisor to the Company, to the effect that, as of such date and based upon and subject to certain matters stated therein, the $90.00 per Share cash consideration to be received in the Offer and the Merger by holders of Shares is fair to such holders, other than the principal stockholders, from a financial point of view. A copy of the written opinion of DLJSC is attached to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Company Schedule 14D-9"), which is being distributed to the stockholders of the Company, and stockholders are urged to read the opinion carefully in its entirety for the assumptions made, matters considered and limitations on the review undertaken by DLJSC. THE COMPANY BOARD HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER (COLLECTIVELY, THE "TRANSACTIONS"), ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES, APPROVED, ADOPTED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS AND RESOLVED TO RECOMMEND THAT THE HOLDERS OF SHARES ACCEPT THE OFFER AND TENDER SHARES PURSUANT TO THE OFFER, AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPLICABLE WAITING PERIOD UNDER THE ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED ("HSR ACT"), HAVING EXPIRED OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER AND RECEIPT OF THE REQUISITE APPROVAL OF THE COMMISSION OF THE EUROPEAN UNION UNDER THE EC MERGER REGULATION (TOGETHER, THE "ANTITRUST CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. PLEASE READ SECTION 14, WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 30, 2000 (the "Merger Agreement"), among CSG, Purchaser and the Company. The Merger Agreement provides, among other things, that as promptly as practicable after the purchase of Shares pursuant to the Offer and the satisfaction or, if permissible, waiver of the other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law ("Delaware Law"), Purchaser will be merged with and into the Company (the "Merger"). As a result, the Company will continue as the surviving corporation (the "Surviving Corporation") and will become an indirect subsidiary of CSG. At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or by CSG or any of their wholly-owned subsidiaries, which will be cancelled, and other than Shares held by stockholders who will have demanded and perfected appraisal rights under Delaware Law) will be cancelled and converted automatically into the right to receive $90.00 in cash, or any higher price that may be paid per Share in the Offer, without interest (the "Merger Consideration"). Stockholders who demand and fully perfect appraisal rights under Delaware Law will be entitled to receive, in connection with the Merger, cash for the fair value of their Shares as determined pursuant to the procedures prescribed by Delaware Law. See Section 11. The Merger Agreement is more fully described in Section 10. Certain federal income tax consequences of the sale of Shares pursuant to the Offer and the Merger, as the case may be, are described in Section 5. Simultaneously with the execution of the Merger Agreement, CSG has entered into a Stock Purchase Agreement, dated as of August 30, 2000 (the "Stock Purchase Agreement"), with AXA and its subsidiaries, AXA Financial, Inc., The Equitable Life Assurance Society of the United States and AXA Participations Belgium (together, the "AXA Entities") pursuant to which the AXA Entities have, among other things, (i) agreed not to tender any of their Shares into the Offer, (ii) agreed to sell all of the Shares owned by them to CSG, on the terms and subject to the conditions of the Stock Purchase Agreement, and (iii) granted an irrevocable proxy to CSG and each of its officers to vote and take any actions with respect to all of the Shares owned by the AXA Entities at any meeting of the stockholders of the Company or by written consent in lieu of any such meetings, against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company under the Merger Agreement or of the AXA Entities under the Stock Purchase Agreement, or that could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Offer, the Merger or the Stock Purchase Agreement. The Stock Purchase Agreement is more fully described in Section 10. The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer and the closing of the transactions contemplated by the Stock Purchase Agreement and from time to time thereafter, Purchaser will be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchases bears to the total number of Shares then outstanding. In the Merger Agreement, the Company has agreed promptly to take all actions necessary to cause ▇▇▇▇▇▇▇▇▇'s designees to be elected as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors, or both. The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including the consummation of the transactions contemplated by the Stock Purchase Agreement, and, if necessary, the approval and adoption of the Merger Agreement and the Merger by the requisite vote of the stockholders of the Company. For a more detailed description of the conditions to the Merger, please read Section 10. Under the Company's Amended and Restated Certificate of Incorporation and Delaware Law, the affirmative vote of the holders of at least a majority of the outstanding Shares is required to approve and adopt the Merger Agreement and the Merger. Consequently, if Purchaser acquires (pursuant to the Offer or otherwise, including pursuant to the Stock Purchase Agreement) at least a majority of the outstanding Shares, then Purchaser will have sufficient voting power to approve and adopt the Merger Agreement and the Merger without the affirmative vote of any other stockholder of the Company. See Sections 10 and 11. Under Delaware Law, if Purchaser acquires at least 90% of the then outstanding Shares, Purchaser will be able to effect the Merger without requiring the vote of the Company's stockholders. In such event, CSG, Purchaser and the Company have agreed to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective in accordance with Delaware Law as promptly as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. If, however, Purchaser does not acquire at least 90% of the then outstanding Shares, pursuant to the Offer or otherwise, including pursuant to the Stock Purchase Agreement, and a vote of the Company's stockholders is required under Delaware Law, a significantly longer period of time may be required to effect the Merger. See Section 11. The Company has advised Purchaser that as of August 30, 2000, 128,059,564 Shares were issued and outstanding, 33,163,849 Shares were subject to outstanding employee stock options an
Appears in 1 contract
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED. If we decide to extend the offer, we will inform First Chicago Trust Company of New York▇▇▇▇▇▇▇▇▇▇▇ Shareholder Services, the Depositarydepositary for the offer, of that fact, fact and will issue make a press release giving public announcement of the new expiration date no extension, not later than 9:00 a.m., New York City time, on the day after the date on which the offer was previously scheduled to expire. Please see Section 1WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? We are not obligated to purchase any shares unless there are validly tendered that number of shares which represents more than 50% of the shares of Travel Services International outstanding on a fully diluted basis. We have agreed in the Merger Agreement not to purchase any shares tendered, without the consent of Travel Services International, if such number is not more than 50% of the outstanding shares on a fully diluted basis. We are also not obligated to purchase shares which are validly tendered if, among other things, there is (or would be reasonably likely to be) a material adverse change in the business of Travel Services International. HOW DO I TENDER MY SHARES? To tender shares, you must deliver the certificates representing your shares in shares, together with a completed letter of transmittal, to ChaseMellon Shareholder Services, the depositary for the offer, you must: - Complete and sign the accompanying letter of transmittal (or a manually signed facsimile of the letter of transmittal) in accordance with the instructions in the letter of transmittal and mail or deliver it together with your share certificates, and any other required documents, to the Depositary no not later than the time the tender offer expires; - Tender . If your shares pursuant to are held in street name, the procedure for book-entry transfer set forth in Section 3; or - shares can be tendered by your nominee through The Depository Trust Company. If your share certificates are not immediately available or if you cannot deliver your share certificates, and any other get an item that is required documents, to First Chicago Trust Company of New York prior to the depositary by the expiration of the tender offer, you may get a little extra time to do so by having a broker, a bank or you cannot complete other fiduciary which is a member of the procedure for delivery Securities Transfer Agents Medallion Program or other eligible institution to guarantee that the missing items will be received by book-entry transfer on a timely basisthe depositary within three Nasdaq Stock Market trading days. However, tender your shares by complying with the guaranteed delivery procedures described in Section 3depositary must receive the missing items within that three trading day period. UNTIL WHEN WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? - You may can withdraw any previously tendered shares at any time prior to until the expiration of the offer, offer has expired and, unless if we have previously accepted them not by April 28, 2000, agreed to accept your shares for purchase under the offerpayment, you may also can withdraw any previously tendered shares them at any time after November 6, 2000. Please see Section 4such time until we accept shares for payment. HOW DO I WITHDRAW MY PREVIOUSLY TENDERED SHARES? - In order to To withdraw your tender of shares, you must deliver a written or facsimile notice of withdrawal withdrawal, or a facsimile of one, with the required information to First Chicago Trust Company of New York the depositary while you still have the right to withdraw. If you tendered shares by giving instructions to a broker or bank, you must instruct withdraw the broker or bank to arrange for the withdrawal of your shares. WHAT DOES THE COMPANY'S TRAVEL SERVICES INTERNATIONAL BOARD OF DIRECTORS THINK OF THE OFFER? - The We are making the offer pursuant to an agreement and plan of merger among us, Airtours and Travel Services International, which has been unanimously approved by each of the Special Committee of the Board of Directors and the Board of Directors of Travel Services International. The Special Committee of the Company has Board of Directors and the Board of Directors of Travel Services International have each unanimously approved the Merger Agreement, our tender offer and the merger of us with and into Travel Services International, with Travel Services International as the surviving corporation and becoming, as a result of the merger, a wholly owned subsidiary of Airtours. The Special Committee of the Board of Directors and the Board of Directors of Travel Services International have also unanimously determined that the our tender offer and the merger are advisable and fair to, and in the best interests interest of, the holders of the CompanyTravel Services International's common stock, approved shareholders and adopted the merger agreement and the merger, and recommends unanimously recommend that the holders of the shares its shareholders accept the our tender offer and tender their shares in the pursuant to our tender offer. IF A MAJORITY OF THE SHARES ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL THERE TRAVEL SERVICES INTERNATIONAL CONTINUE TO BE AS A PUBLIC MARKET FOR MY SHARESCOMPANY? - No. If the merger occurstakes place, the shares of common stock will Travel Services International no longer will be publicly tradedowned. Even if the merger does not occurtake place, if we purchase all the tendered shares, there may be so few remaining holders of the shares of common stock shareholders and publicly held shares that the shares may Travel Services International common stock will no longer be eligible to be traded through the New York Stock Exchange a Nasdaq market or other on a securities marketsexchange, there may not be a public trading market for the shares Travel Services International stock, and the Company Travel Services International may cease making filings with the SEC with respect Securities and Exchange Commission or otherwise cease being required to the common stock. Please see Section 13. WILL THE COMPANY CONTINUE TO MAKE FILINGS WITH RESPECT TO THE DLJDIRECT COMMON STOCK AND THE PREFERRED STOCK? - We currently expect that the Company will continue to file reports comply with the SEC as a result of the DLJDIRECT common stock and the preferred stock remaining outstanding. The information in these reports, however, will be confined rules relating to information concerning the Company, the DLJDIRECT common stock and the preferred stock, and will not include information concerning Credit Suisse Group or any of Credit Suisse Group's other subsidiariespublicly held companies. WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF NOT ALL OF THE PUBLICLY HELD TRAVEL SERVICES INTERNATIONAL SHARES ARE TENDEREDNOT TENDERED IN THE OFFER? - YesIf we accept for payment and pay for more than 50% of the outstanding shares of Travel Services International on a fully diluted basis, Blue Sea Florida Acquisition Inc. will be merged with and into Travel Services International. The number of shares tendered in the tender offer If that merger takes place, Airtours will not affect whether we merge with the Company. Pursuant to a stock purchase agreement between our ultimate parent corporation, Credit Suisse Group, and the Company's principal stockholders, Credit Suisse Group or one of its subsidiaries expects to acquire own all of the principal stockholders' shares of common stock, which constitute approximately 71% Travel Services International and all remaining shareholders of the currently outstanding common stock. Accordingly, regardless of the number of shares of common stock that are tendered in the offer, Credit Suisse Group expects to acquire a sufficient number of shares to effect the merger without requiring the vote of any other stockholders. Upon the occurrence of the merger, the Company will become an indirect subsidiary of Credit Suisse Group, and each share that remains outstanding Travel Services International (other than any shares owned by the Company or by Credit Suisse Group or any of their wholly-owned subsidiaries, us and any shares held by stockholders seeking appraisal for their sharesAirtours) will be converted automatically into the right to receive $90.00 net 26.00 per share, share in cash (or any greater amount other higher price per share we pay which is paid in the offer). IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? - If you decide the merger described above takes place, shareholders not to tender your tendering their shares in the offer and the merger occurs, you will receive in the merger the same amount of cash per share as if you which they would have received had they tendered your their shares in the offer. Therefore, subject if the merger takes place, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares. However, if the merger does not take place, the number of shareholders and number of shares of Travel Services International which are still in the hands of the public may be so small that there no longer will be an active public trading market (or, possibly, any dissenters' rights properly exercised under Delaware lawpublic trading market) for the Travel Services International common stock. Also, as described above, Travel Services International may cease making filings with the SEC or otherwise being required to comply with the SEC rules relating to publicly held companies. WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? - On Friday, August 25February 18, 2000, the last reported closing price per share reported on the New York Stock Exchange Composite Tape was $61.125 per share. On Tuesday, August 29, 2000, the last full trading day before we announced our offerthe tender offer and the possible subsequent merger, the last reported closing sale price per share of Travel Services International common stock reported on the New York Stock Exchange Composite Tape Nasdaq National Market was $84.00 17 3/4 per share and on February 28, 2000 the last sale price was $25 1/2 per share. Please see Section 7Between January 1, 2000 and February 28, 2000, the price of a share of Travel Services International common stock ranged between $9 and $25 9/16. WITH WHOM MAY We advise you to obtain a recent quotation for shares of Travel Services International common stock in deciding whether to tender your shares. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? - You can call ▇.▇. ▇▇▇▇ & Co., Inc., the Information Agent, at Inc. (800) 628-8536 or Credit Suisse First Boston Corporation, the Dealer Manager, toll free at (▇▇▇) ▇▇▇-▇▇▇▇▇ (toll free)). See the back cover of this offer to purchase. To the Holders of the Series of Common Stock Designated ▇▇▇▇▇▇▇▇▇, Banks and brokerage firms should call ▇▇▇▇▇▇ & Co., Inc. at ((▇▇▇) ▇▇▇▇▇, Inc.-- DLJ Common Stock of -▇▇▇▇▇▇▇▇▇, ▇ (toll free)). ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Co., Inc.Inc. is acting as the information agent for our tender offer. TO THE HOLDERS OF COMMON STOCK OF TRAVEL SERVICES INTERNATIONAL, INC.: INTRODUCTION Diamond Blue Sea Florida Acquisition Corp.Inc., a Delaware Florida corporation (the "Purchaser") and an indirect wholly owned subsidiary of Credit Suisse GroupAirtours plc, a corporation company organized under the laws of Switzerland England ("CSGParent"), hereby offers to purchase all the issued and outstanding shares of common stock of the series designated ▇▇▇▇▇▇▇▇▇stock, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.--DLJ Common Stock, $.01 par value $.10 per share ("SharesCommon Stock"), of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Travel Services International, Inc., a Delaware Florida corporation (the "Company"), that including the associated common share purchase rights (the "Rights"), issued pursuant to the Shareholders Rights Agreement, dated as of January 28, 1999, as amended on February 21, 2000, by and between the Company and American Stock Transfer & Trust Company (the "Rights Agreement") (the Common Stock and the Rights together are issued and outstanding for referred to herein as the "Shares") at a price of $90.00 26.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase and any amendments or supplements hereto or thereto, collectively constitute the "Offer"). Please read Section 8 for additional information concerning CSG and Purchaser. Tendering stockholders shareholders who are record owners of their Shares and tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to on the purchase sale of Shares by Purchaser pursuant to the Offer. If you own your Shareholders who hold their Shares through a broker or other nominee, and your broker tenders your Shares on your behalf, your broker or nominee may charge a fee for doing so. You bank should consult your broker or nominee such institutions as to determine whether it charges any charges or commissions will applyservice fee. Any tendering stockholder or other payee that fails to complete and sign the Substitute Form W-9, which is included in the Letter of Transmittal, may be subject to a required back-up U.S. federal income tax withholding of 31% of the gross proceeds payable to such stockholder or other payee pursuant to the Offer. See Section 5. The Purchaser or CSG will pay all charges fees and expenses of First Chicago Trust Company of New York (the "Depositary") and ▇.▇. ▇▇▇▇ & Co., Inc. (the "Information Agent") incurred in connection with the Offer. See Section 16. The Board Offer of Directors of Deutsche Bank Securities Inc., which is acting as the Company Dealer Manager (the "Company BoardDealer Manager") has received the written opinion, dated August 29, 2000, of ▇▇▇▇▇▇▇▇▇), ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJSC")Co., financial advisor to Inc., which is acting as the Company, to the effect that, as of such date and based upon and subject to certain matters stated therein, the $90.00 per Share cash consideration to be received in the Offer and the Merger by holders of Shares is fair to such holders, other than the principal stockholders, from a financial point of view. A copy of the written opinion of DLJSC is attached to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 Information Agent (the "Company Schedule 14D-9Information Agent")) and ChaseMellon Shareholder Services L.L.C., which is being distributed to acting as the stockholders of Depositary (the Company, and stockholders are urged to read the opinion carefully in its entirety for the assumptions made, matters considered and limitations on the review undertaken by DLJSC. THE COMPANY BOARD HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER (COLLECTIVELY, THE "TRANSACTIONSDepositary"), ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES, APPROVED, ADOPTED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS AND RESOLVED TO RECOMMEND THAT THE HOLDERS OF SHARES ACCEPT THE OFFER AND TENDER SHARES PURSUANT TO THE OFFER, AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPLICABLE WAITING PERIOD UNDER THE ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED ("HSR ACT"), HAVING EXPIRED OR BEEN TERMINATED THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AND RECEIPT OFFER, THAT NUMBER OF SHARES WHICH REPRESENTS MORE THAN 50% OF THE REQUISITE APPROVAL SHARES OUTSTANDING ON A FULLY DILUTED BASIS, ON THE DATE OF THE COMMISSION OF THE EUROPEAN UNION UNDER THE EC MERGER REGULATION PURCHASE (TOGETHER, THE "ANTITRUST MINIMUM CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THIS OFFER TO PURCHASESEE SECTION 15. PLEASE READ SECTION 14As used in this Offer to Purchase, WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER"fully diluted basis" takes into account the conversion or exercise of all outstanding convertible securities, options and other rights exercisable or convertible into shares of Common Stock. The Company has informed the Purchaser that, as of February 25, 2000, there were (i) 14,022,974 shares of Common Stock issued and outstanding and (ii) outstanding options to purchase an aggregate of 2,139,659 shares of Common Stock under the Company's stock plans. The Merger Agreement (as defined below) provides, among other things, that the Company will not, without the prior written consent of Parent, issue any additional Shares (except on the exercise of outstanding options). Based on the foregoing, and after giving effect to the exercise of all outstanding options, the Purchaser believes that the Minimum Condition would be satisfied if 8,082,933 shares of Common Stock were validly tendered and not withdrawn prior to the expiration of the Offer. Certain shareholders of the Company (each, a "Shareholder"), who have voting power and dispositive power with respect to 1,872,057 Shares in the aggregate, have entered into a Stock Voting and Tender Agreement, dated as of February 27, 2000 (the "Shareholders Agreement"), with Parent and the Purchaser. Pursuant to the Shareholders Agreement, the Shareholders have agreed, among other things, to tender the Shares held by them in the Offer, and to grant Parent a proxy with respect to the voting of such Shares in favor of the Merger (as defined below) upon the terms and subject to the conditions set forth therein. See Section 11. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 30February 21, 2000 (the "Merger Agreement"), by and among CSGParent, the Purchaser and the Company. The Merger Agreement providesCompany pursuant to which, among other things, that as promptly soon as practicable after the purchase successful completion of Shares pursuant to the Offer and the satisfaction or, if permissible, or waiver of all conditions to the other conditions set forth in Merger, the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law ("Delaware Law"), Purchaser will be merged with and into the Company (and the separate corporate existence of the Purchaser will thereupon cease. The merger, as effected pursuant to the immediately preceding sentence, is referred to herein as the "Merger"). As a result, ," and the Company will continue as the surviving corporation (of the Merger is sometimes referred to herein as the "Surviving Corporation") and will become an indirect subsidiary of CSG. ." At the effective time of the Merger (the "Effective Time"), each Share issued and share of Common Stock then outstanding immediately prior to the Effective Time (other than Shares shares held in by Parent or the treasury of the Company or by CSG or any of their wholly-owned subsidiaries, which will be cancelledPurchaser, and other than Shares shares held by stockholders shareholders who will have demanded and perfected appraisal rights under Delaware Lawproperly exercised dissenters' rights, if any) will be cancelled and retired and converted automatically into the right to receive $90.00 in cash26.00 per share, or any higher price that may be per share of Common Stock paid per Share in the OfferOffer (such price being referred to herein as the "Offer Price"), in cash payable to the holder thereof without interest (the "Merger Consideration"). Stockholders who demand and fully perfect appraisal rights under Delaware Law will be entitled to receive, in connection with the Merger, cash for the fair value of their Shares as determined pursuant to the procedures prescribed by Delaware Law. See Section 11. The Merger Agreement is more fully described in Section 1011. Certain federal income tax consequences THE BOARD OF DIRECTORS OF THE COMPANY, AFTER RECEIVING THE UNANIMOUS RECOMMENDATION OF THE SPECIAL COMMITTEE, (I) HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, (II) HAS DETERMINED THAT THE OFFER AND THE MERGER ARE ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S SHAREHOLDERS AND (III) UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. ▇▇▇▇▇ & Company Incorporated, the Company's financial advisor, has delivered to the Company's Board of Directors its written opinion (the sale "Fairness Opinion"), dated February 21, 2000, confirming its oral opinion delivered February 20, 2000, to the effect that, as of Shares such date, the consideration to be received by the holders of shares of Common Stock (as defined in the Fairness Opinion), pursuant to the Offer and under the Merger, as the case may be, are described in Section 5. Simultaneously with the execution terms of the Merger Agreement, CSG has entered into is fair from a Stock Purchase Agreement, dated financial point of view to such holders. Such opinion is set forth in full as of August 30, 2000 an exhibit to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Stock Purchase AgreementSchedule 14D-9") that is being mailed to shareholders of the Company. The Merger Agreement provides that (A) even if, as of the initial scheduled expiration date of the Offer (the "Initial Expiration Date"), with AXA and its subsidiariesall conditions to the Offer have been satisfied, AXA Financial, Inc., The Equitable Life Assurance Society the Purchaser may extend the expiration date of the United States Offer for up to three business days after the Initial Expiration Date so long as Purchaser waives the continued satisfaction of the conditions to the Offer and AXA Participations Belgium (togetherB) in the event that the conditions are not satisfied on a date on which the Offer is scheduled to expire, the "AXA Entities") pursuant Purchaser is required to, from time to which time, extend the AXA Entities have, among other things, (i) agreed not to tender any of their Shares into the Offer, (ii) agreed to sell all expiration date of the Shares owned by them to CSGOffer until May 29, 2000, unless the Merger Agreement has been terminated. In addition, the Merger Agreement provides that the Purchaser shall, on the terms and subject to the conditions of the Stock Purchase Agreement, and (iii) granted an irrevocable proxy to CSG and each of its officers to vote and take any actions with respect to all of the Shares owned by the AXA Entities at any meeting of the stockholders of the Company or by written consent in lieu of any such meetings, against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company under the Merger Agreement or of the AXA Entities under the Stock Purchase Agreement, or that could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Offer, the Merger or the Stock Purchase Agreement. The Stock Purchase Agreement is more fully described in Section 10. The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer and the closing of the transactions contemplated by the Stock Purchase Agreement and from time to time thereafter, Purchaser will be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchases bears to the total number of Shares then outstanding. In the Merger Agreement, the Company has agreed promptly to take all actions necessary to cause ▇▇▇▇▇▇▇▇▇'s designees to be elected as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors, or both. The consummation of the Merger is subject to the prior satisfaction or waiver of certain conditions, including the consummation conditions of the transactions contemplated by Offer, accept for payment and purchase, as soon as permitted under the Stock Purchase Agreement, and, if necessary, the approval and adoption terms of the Merger Agreement Offer, all Shares validly tendered and not withdrawn prior to the Merger by the requisite vote expiration of the stockholders of the Company. For a more detailed description of the conditions to the Merger, please read Section 10. Under the Company's Amended and Restated Certificate of Incorporation and Delaware Law, the affirmative vote of the holders of at least a majority of the outstanding Shares is required to approve and adopt the Merger Agreement and the Merger. Consequently, if Purchaser acquires (pursuant to the Offer or otherwise, including pursuant to the Stock Purchase Agreement) at least a majority of the outstanding Shares, then Purchaser will have sufficient voting power to approve and adopt the Merger Agreement and the Merger without the affirmative vote of any other stockholder of the Company. See Sections 10 and 11. Under Delaware Law, if Purchaser acquires at least 90% of the then outstanding Shares, Purchaser will be able to effect the Merger without requiring the vote of the Company's stockholders. In such event, CSG, Purchaser and the Company have agreed to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective in accordance with Delaware Law as promptly as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. If, however, Purchaser does not acquire at least 90% of the then outstanding Shares, pursuant to the Offer or otherwise, including pursuant to the Stock Purchase Agreement, and a vote of the Company's stockholders is required under Delaware Law, a significantly longer period of time may be required to effect the Merger. See Section 11. The Company has advised Purchaser that as of August 30, 2000, 128,059,564 Shares were issued and outstanding, 33,163,849 Shares were subject to outstanding employee stock options anOffer.
Appears in 1 contract
Sources: Merger Agreement (Airtours PLC)
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED. If we decide to extend Purchaser extends the offerOffer, we will inform First Chicago American Stock Transfer & Trust Company of New YorkCompany, LLC, the DepositaryDepositary for this Offer, of that fact, fact and will issue a press release giving the new expiration date no later than 9:00 a.m., New York City timeEastern Time, on the next business day after the offer day on which the Offer was previously scheduled to expire. Please see See Section 1. HOW DO I TENDER MY SHARES? To 1—“Terms of the Offer.” • If you hold your Shares directly as the registered owner, you can (i) tender your shares Shares in the offerOffer by delivering the certificates representing your Shares, you must: - Complete and sign the accompanying letter of transmittal (or a manually signed facsimile of the letter of transmittal) in accordance with the instructions in the letter of transmittal and mail or deliver it together with your share certificates, a completed Letter of Transmittal Table of Contents and any other documents required documentsby the Letter of Transmittal, to American Stock Transfer & Trust Company, LLC, the Depositary no later than for the time the offer expires; - Tender Offer or (ii) tender your shares pursuant to Shares by following the procedure for book-entry transfer set forth in Section 3; 3—“Procedures for Tendering Shares,” not later than the expiration of the Offer. If you are unable to deliver any required document or - instrument to the Depositary by the expiration of the Offer, you may gain some extra time by having a broker, a bank or other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice of Guaranteed Delivery. For the tender to be valid, however, the Depositary must receive the missing items within two trading days after the date of execution of such Notice of Guaranteed Delivery. See Section 3—“Procedures for Tendering Shares.” The Letter of Transmittal is enclosed with this Offer to Purchase. • If you hold your share Shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details. • In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates are not immediately available for such Shares (or if you cannot deliver your share certificates, of a confirmation of a book-entry transfer of such Shares as described in Section 3—“Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents, to First Chicago Trust Company of New York prior to documents for such Shares. See also Section 2—“Acceptance for Payment and Payment for Shares.” • Yes. In connection with the expiration execution of the offerMerger Agreement, or you cannot complete the procedure for delivery by book-entry transfer on a timely basis, tender your shares by complying with the guaranteed delivery procedures described in Section 3. UNTIL WHEN CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? - You may withdraw any previously tendered shares at any time prior to the expiration of the offer, and, unless we have previously accepted them for purchase under the offer, you may also withdraw any previously tendered shares at any time after November 6, 2000. Please see Section 4. HOW DO I WITHDRAW MY PREVIOUSLY TENDERED SHARES? - In order to withdraw your tender of shares, you must deliver a written or facsimile notice of withdrawal with the required information to First Chicago Trust Company of New York while you still have the right to withdraw. If you tendered shares by giving instructions to a broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your shares. WHAT DOES THE COMPANY'S BOARD OF DIRECTORS THINK OF THE OFFER? - The Board of Directors of the Company has unanimously determined that the offer and merger are fair to, and in the best interests of, the holders of the Company's common stock, approved and adopted the merger agreement and the merger, and recommends that the holders of the shares accept the offer and tender their shares in the offer. WILL THERE CONTINUE TO BE A PUBLIC MARKET FOR MY SHARES? - No. If the merger occurs, the shares of common stock will no longer be publicly traded. Even if the merger does not occur, if we purchase all the tendered shares, there may be so few remaining holders of the shares of common stock and publicly held shares that the shares may no longer be eligible to be traded through the New York Stock Exchange or other securities markets, there may not be a public trading market for the shares and the Company may cease making filings with the SEC with respect to the common stock. Please see Section 13. WILL THE COMPANY CONTINUE TO MAKE FILINGS WITH RESPECT TO THE DLJDIRECT COMMON STOCK AND THE PREFERRED STOCK? - We currently expect that the Company will continue to file reports with the SEC as a result of the DLJDIRECT common stock and the preferred stock remaining outstanding. The information in these reports, however, will be confined to information concerning the Company, the DLJDIRECT common stock and the preferred stock, and will not include information concerning Credit Suisse Group or any of Credit Suisse Group's other subsidiaries. WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF NOT ALL OF THE PUBLICLY HELD SHARES ARE TENDERED? - Yes. The number of shares tendered in the tender offer will not affect whether we merge with the Company. Pursuant to a stock purchase agreement between our ultimate parent corporation, Credit Suisse Group, and the Company's principal stockholders, Credit Suisse Group or one of its subsidiaries expects to acquire all of the principal stockholders' shares of common stock, which constitute approximately 71% of the currently outstanding common stock. Accordingly, regardless of the number of shares of common stock that are tendered in the offer, Credit Suisse Group expects to acquire a sufficient number of shares to effect the merger without requiring the vote of any other stockholders. Upon the occurrence of the merger, the Company will become an indirect subsidiary of Credit Suisse Group, and each share that remains outstanding (other than any shares owned by the Company or by Credit Suisse Group or any of their wholly-owned subsidiaries, and any shares held by stockholders seeking appraisal for their shares) will be converted automatically into the right to receive $90.00 net per share, in cash (or any greater amount per share we pay in the offer). IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? - If you decide not to tender your shares in the offer and the merger occurs, you will receive in the merger the same amount of cash per share as if you had tendered your shares in the offer, subject to any dissenters' rights properly exercised under Delaware law. WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? - On Friday, August 25, 2000, the last reported closing price per share reported on the New York Stock Exchange Composite Tape was $61.125 per share. On Tuesday, August 29, 2000, the last full trading day before we announced our offer, the last reported closing price per share reported on the New York Stock Exchange Composite Tape was $84.00 per share. Please see Section 7. WITH WHOM MAY I TALK IF I HAVE QUESTIONS ABOUT THE OFFER? - You can call ▇.▇. ▇▇▇▇ & Co., Inc., the Information Agent, at (800) 628-8536 or Credit Suisse First Boston Corporation, the Dealer Manager, toll free at (▇▇▇) ▇▇▇-▇▇▇▇. See ▇▇▇, the back cover Chief Executive Officer and President of this offer to purchase. To the Holders of the Series of Common Stock Designated ▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇the Executive Vice President of ▇▇▇▇, Inc.-- DLJ Common Stock and certain of ▇▇▇▇▇▇▇▇▇their respective affiliated trust entities have entered into Tender and Support Agreements pursuant to which they have agreed to tender 1,224,412 and 861,357, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.: INTRODUCTION Diamond Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Credit Suisse Group, a corporation organized under the laws of Switzerland ("CSG"), hereby offers to purchase all the shares of common stock of the series designated ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc.--DLJ Common Stock, par value $.10 per share ("Shares"), of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc., a Delaware corporation (the "Company"), that are issued and outstanding for $90.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase and any amendments or supplements hereto or thereto, collectively constitute the "Offer"). Please read Section 8 for additional information concerning CSG and Purchaser. Tendering stockholders who are record owners respectively of their Shares and tender directly to the Depositary will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. If you own your Shares through a broker or other nominee, and your broker tenders your Shares on your behalf, your broker or nominee may charge a fee for doing so. You should consult your broker or nominee to determine whether any charges or commissions will apply. Any tendering stockholder or other payee that fails to complete and sign the Substitute Form W-9, which is included in the Letter of Transmittal, may be subject to a required back-up U.S. federal income tax withholding of 31% of the gross proceeds payable to such stockholder or other payee pursuant to the Offer. See Section 5. Purchaser or CSG will pay all charges 11— “Purpose of the Offer and expenses of First Chicago Trust Company of New York (the "Depositary") and ▇.▇. Plans for ▇▇▇▇ & Co.▇; Summary of the Merger Agreement and Certain Other Agreements.” • You may withdraw previously tendered Shares any time prior to 11:59 p.m., Inc. (the "Information Agent") incurred in connection with Eastern Time, on October 12, 2018, unless Purchaser extends the Offer. See Section 16. The Board of Directors 4—“Withdrawal Rights.” In addition, pursuant to Section 14(d)(5) of the Company Securities Exchange Act of 1934 (the "Company Board") has received the written opinion, dated August 29, 2000, of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJSC"“Exchange Act”), financial advisor to the Companyas amended, to the effect thatShares may be withdrawn at any time after November 11, as of such date and based upon and subject to certain matters stated therein, the $90.00 per Share cash consideration to be received in the Offer and the Merger by holders of Shares is fair to such holders, other than the principal stockholders, from a financial point of view. A copy of the written opinion of DLJSC is attached to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Company Schedule 14D-9")2018, which is being distributed to the stockholders 60th day after the date of the Company, and stockholders are urged to read the opinion carefully in its entirety for the assumptions made, matters considered and limitations on the review undertaken by DLJSC. THE COMPANY BOARD HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER (COLLECTIVELY, THE "TRANSACTIONS"), ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES, APPROVED, ADOPTED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS AND RESOLVED TO RECOMMEND THAT THE HOLDERS OF SHARES ACCEPT THE OFFER AND TENDER SHARES PURSUANT TO THE OFFER, AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPLICABLE WAITING PERIOD UNDER THE ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED ("HSR ACT"), HAVING EXPIRED OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER AND RECEIPT OF THE REQUISITE APPROVAL OF THE COMMISSION OF THE EUROPEAN UNION UNDER THE EC MERGER REGULATION (TOGETHER, THE "ANTITRUST CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. PLEASE READ SECTION 14, WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 30, 2000 (the "Merger Agreement"), among CSG, Purchaser and the Company. The Merger Agreement provides, among other things, that as promptly as practicable after the purchase of Shares pursuant to the Offer and the satisfaction or, if permissible, waiver commencement of the other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law ("Delaware Law")Offer, Purchaser will be merged with and into the Company (the "Merger"). As a result, the Company will continue as the surviving corporation (the "Surviving Corporation") and will become an indirect subsidiary of CSG. At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately unless prior to that date Purchaser has accepted for payment the Effective Time (other than Shares held in the treasury of the Company or by CSG or any of their wholly-owned subsidiaries, which will be cancelled, and other than Shares held by stockholders who will have demanded and perfected appraisal rights under Delaware Law) will be cancelled and converted automatically into the right to receive $90.00 in cash, or any higher price that may be paid per Share validly tendered in the Offer, without interest (the "Merger Consideration"). Stockholders who demand and fully perfect appraisal rights under Delaware Law will be entitled to receive, in connection with the Merger, cash for the fair value of their Shares as determined pursuant to the procedures prescribed by Delaware Law. See Section 11. The Merger Agreement is more fully described in Section 10. Certain federal income tax consequences of the sale of Shares pursuant to the Offer and the Merger, as the case may be, are described in Section 5. Simultaneously with the execution of the Merger Agreement, CSG has entered into a Stock Purchase Agreement, dated as of August 30, 2000 (the "Stock Purchase Agreement"), with AXA and its subsidiaries, AXA Financial, Inc., The Equitable Life Assurance Society of the United States and AXA Participations Belgium (together, the "AXA Entities") pursuant to which the AXA Entities have, among other things, (i) agreed not to tender any of their Shares into the Offer, (ii) agreed to sell all of the Shares owned by them to CSG, on the terms and subject to the conditions of the Stock Purchase Agreement, and (iii) granted an irrevocable proxy to CSG and each of its officers to vote and take any actions with respect to all of the Shares owned by the AXA Entities at any meeting of the stockholders of the Company or by written consent in lieu of any such meetings, against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company under the Merger Agreement or of the AXA Entities under the Stock Purchase Agreement, or that could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Offer, the Merger or the Stock Purchase Agreement. The Stock Purchase Agreement is more fully described in Section 10. The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer and the closing of the transactions contemplated by the Stock Purchase Agreement and from time to time thereafter, Purchaser will be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchases bears to the total number of Shares then outstanding. In the Merger Agreement, the Company has agreed promptly to take all actions necessary to cause ▇▇▇▇▇▇▇▇▇'s designees to be elected as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors, or both. The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including the consummation of the transactions contemplated by the Stock Purchase Agreement, and, if necessary, the approval and adoption of the Merger Agreement and the Merger by the requisite vote of the stockholders of the Company. For a more detailed description of the conditions to the Merger, please read Section 10. Under the Company's Amended and Restated Certificate of Incorporation and Delaware Law, the affirmative vote of the holders of at least a majority of the outstanding Shares is required to approve and adopt the Merger Agreement and the Merger. Consequently, if Purchaser acquires (pursuant to the Offer or otherwise, including pursuant to the Stock Purchase Agreement) at least a majority of the outstanding Shares, then Purchaser will have sufficient voting power to approve and adopt the Merger Agreement and the Merger without the affirmative vote of any other stockholder of the Company. See Sections 10 and 11. Under Delaware Law, if Purchaser acquires at least 90% of the then outstanding Shares, Purchaser will be able to effect the Merger without requiring the vote of the Company's stockholders. In such event, CSG, Purchaser and the Company have agreed to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective in accordance with Delaware Law as promptly as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. If, however, Purchaser does not acquire at least 90% of the then outstanding Shares, pursuant to the Offer or otherwise, including pursuant to the Stock Purchase Agreement, and a vote of the Company's stockholders is required under Delaware Law, a significantly longer period of time may be required to effect the Merger. See Section 11. The Company has advised Purchaser that as of August 30, 2000, 128,059,564 Shares were issued and outstanding, 33,163,849 Shares were subject to outstanding employee stock options an.
Appears in 1 contract
Sources: Offer to Purchase (Moodys Corp /De/)