Orbitz 2014 Annual Report Download - page 4

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PART I
Item 1. Business
General Description of Our Business
Orbitz Worldwide, Inc. is a global online travel company (“OTC”) that uses innovative technology to enable leisure and
business travelers to research, plan and book a broad range of travel products and services including hotels, flights, vacation
packages, car rentals, cruises, travel insurance, destination services and event tickets. We provide our customers an easy-to-use
booking experience across a wide variety of devices. Our global brand portfolio includes Orbitz and CheapTickets in the United
States; ebookers in Europe; and HotelClub, which focuses on the Asia Pacific region. We also own and operate Orbitz for
Business (“OFB”), which is a corporate travel management company, and the Orbitz Partner Network (“OPN”), which delivers
private label travel solutions to a broad range of partners.
History
Orbitz, Inc. was established in early 2000 through a partnership of major airlines, which included American Airlines,
Inc., Continental Airlines, Inc., Delta Air Lines, Inc., Northwest Airlines, Inc. and United Air Lines, Inc. Orbitz.com officially
launched in June 2001. In November 2004, Orbitz was acquired by Cendant Corporation (“Cendant”), which already owned
and operated the HotelClub and CheapTickets brands, and the next year Cendant acquired ebookers Limited.
In August 2006, affiliates of The Blackstone Group and Technology Crossover Ventures acquired Travelport Limited
(“Travelport”), a unit of Cendant that included the businesses we now own and operate as well as other travel distribution
businesses. In 2007, our businesses were separated from the rest of the Travelport businesses and placed in a newly formed
company, Orbitz Worldwide, Inc. Orbitz Worldwide, Inc. was incorporated in Delaware on June 18, 2007, and became a public
company in July 2007. Our common stock trades on the New York Stock Exchange under the symbol “OWW.”
At December 31, 2014 and 2013, there were 110,733,276 and 108,372,390 shares of our common stock outstanding,
respectively, of which approximately 1% and 48% were beneficially owned by Travelport and the investment funds that
indirectly owned Travelport. In the second quarter and early third quarter of 2014, Travelport sold approximately 47.7 million
shares, and after its secondary stock offering on July 22, 2014, is no longer considered a related party.
On February 12, 2015, the Company, Expedia, Inc., (“Expedia”), and Xeta, Inc., an indirect wholly owned subsidiary
of Expedia (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).
The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that
Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect
wholly owned subsidiary of Expedia. At the effective time of the Merger (the “Effective Time”), each share of common stock
of the Company outstanding immediately prior to the Effective Time (other than any shares owned by the Company, Expedia,
Merger Sub or Merger Sub’s direct parent or any dissenting shares) will be automatically converted into the right to receive
$12.00 in cash, without interest.
The Board of Directors of the Company by a unanimous vote of directors present approved the Merger Agreement and
the transactions contemplated thereby, including the Merger. The closing of the Merger is subject to the adoption of the Merger
Agreement by the affirmative vote of holders of a majority of the outstanding shares of common stock of the Company. The
closing of the Merger is also subject to various customary conditions, including the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other regulatory clearances,
the absence of any governmental order prohibiting the consummation of the transactions contemplated by the Merger
Agreement, the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain
materiality qualifications) and compliance with the covenants and agreements in the Merger Agreement in all material respects.
The Merger Agreement contains certain termination rights, including the right of the Company to terminate the Merger
Agreement to accept a superior proposal (subject to compliance with certain notice and other requirements). The Merger
Agreement provides that, in connection with termination of the Merger Agreement by the Company or Expedia upon specified
conditions, the Company will be required to pay to Expedia a termination fee of $57.5 million. If the Merger Agreement is
terminated as a result of the failure to obtain competition law approvals or a legal prohibition related to competition law
matters, a termination fee of $115 million will be payable by Expedia to the Company, subject to certain limitations. In
addition, subject to certain exceptions and limitations, the Company or Expedia may terminate the Merger Agreement if the