OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
GETTHERE INC.
AT
$17.75 NET PER SHARE
BY
GETTHERE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY
OF
SABRE HOLDINGS CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, OCTOBER 6, 2000, UNLESS EXTENDED.
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September 11, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
GetThere Acquisition Corp., a Delaware corporation ("Offeror") and a wholly
owned subsidiary of Sabre Holdings Corporation ("Parent"), is offering to
purchase all outstanding shares of Common Stock, $0.0001 par value per share
(individually, a "Share" and, collectively, "Shares"), of GetThere Inc., a
Delaware corporation (the "Company"), at a purchase price of $17.75 per Share,
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 September 11, 2000
(the "Offer to Purchase"), and in the related Letter of Transmittal (which
together with the Offer to Purchase and any amendments or supplements thereto
collectively constitute the "Offer") enclosed herewith. The Offer is being made
in connection with the Agreement and Plan of Merger, dated as of August 28,
2000, among Parent, Sabre Inc. ("Parent Sub") and the Company (the "Merger
Agreement"). On August 30, 2000, Parent Sub assigned its rights and obligations
under the Merger Agreement to Offeror. Holders of Shares whose certificates for
such Shares are not immediately available or who cannot deliver their
certificates and all other required documents to EquiServe Trust Company (the
"Depositary") or complete the procedures for book-entry transfer prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. The Offer to Purchase, dated September 11, 2000.
2. The Letter of Transmittal to be used by holders of Shares in accepting
the Offer and tendering Shares. Facsimile copies of the Letter of Transmittal
(with manual signatures) may be used to tender Shares.
3. A letter to stockholders of the Company from ▇▇▇▇ ▇▇▇▇▇, Chief Executive
Officer of the Company, together with a Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities and Exchange Commission by the Company
and mailed to the stockholders of the Company.
4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if neither of the two procedures for tendering Shares set forth in the
Offer to Purchase can be completed on a timely basis.
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Offer.
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary for your use only.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, OCTOBER 6, 2000, UNLESS
THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $17.75 per Share, net to the seller in cash, without
interest.
2. The Offer and withdrawal rights expire at 12:00 midnight, New York City
time, on Friday, October 6, 2000, unless extended.
3. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn immediately prior to the expiration of the
Offer that minimum number of Shares which would represent a majority of the
Shares that are then outstanding on a fully diluted basis after giving effect to
the exercise or conversion of all options, rights and securities exercisable or
convertible into or exchangeable for Shares and (ii) the waiting period under
the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the
regulations thereunder having expired or been terminated prior to the expiration
of the Offer. The Offer is also subject to the satisfaction of certain other
conditions. See Section 15 of the Offer to Purchase.
4. The Offer is being made for all of the outstanding Shares.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions (other than pursuant to their individual broker relationship) or,
except as set forth in Instruction 6 to the Letter of Transmittal, stock
transfer taxes on the transfer of Shares pursuant to the Offer. However, federal
income tax backup withholding may be required, unless an exemption is available
or unless the required taxpayer identification information is provided. See
"Important Tax Information" of the Letter of Transmittal.
6. The Board of Directors of the Company has unanimously (a) determined that
each of the Offer, the Merger Agreement and the merger contemplated by the
Merger Agreement is fair to and in the best interests of the stockholders of the
Company, (b) approved the Offer and the merger, (c) approved and adopted the
Merger Agreement, the execution of the Merger Agreement and the transactions
contemplated by the Merger Agreement and (d) recommended that the holders of
Shares accept the Offer and tender their Shares in the Offer.
7. In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) certificates for such Shares or timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at The Depository
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Trust Company, pursuant to the procedures set forth in Section 3 of the Offer to
Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or
a manually signed facsimile thereof) with all required signature guarantees or,
in the case of a book-entry transfer, an Agent's Message (as defined in
Section 2 of the Offer to Purchase) and (iii) any other documents required by
the Letter of Transmittal.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) with
any required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message or other required documents should be sent to the Depositary and
(ii) certificates representing the tendered Shares or a timely Book-Entry
Confirmation (as defined in Section 2 of the Offer to Purchase) should be
delivered to the Depositary in accordance with the instructions set forth in the
Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or complete the
procedures for book-entry transfer prior to the Expiration Date, a tender must
be affected by following the guaranteed delivery procedures specified in
Section 3 of the Offer to Purchase.
Neither Offeror nor Parent will pay any fees or commissions to any broker,
dealer or any other person (other than the Information Agent, as defined below,
and the Depositary, as described in Section 17 of the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
Offeror will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients.
Offeror will pay or cause to be paid any stock transfer taxes incident to
the transfer to it of validly tendered Shares, except as otherwise provided in
Instruction 6 to the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
▇.▇. ▇▇▇▇ & Co., Inc., the Information Agent for the Offer, at ▇.▇. ▇▇▇▇ & Co.,
Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or call collect at
(▇▇▇) ▇▇▇-▇▇▇▇.
Additional copies of the enclosed materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.
Very truly yours,
GETTHERE ACQUISITION CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PARENT, OFFEROR, THE COMPANY, THE DEPOSITARY,
THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY
OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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