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 Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated
September 11, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together with the Offer to Purchase and any amendments or
supplements thereto collectively constitute the "Offer"), relating to the offer
by GetThere Acquisition Corp., a Delaware corporation ("Offeror") and a wholly
owned subsidiary of Sabre Holdings Corporation, a Delaware corporation
("Parent"), to purchase all of the 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 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. 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. Offeror is a corporation newly formed by
Parent in connection with the Offer and the transactions contemplated thereby.
This material is being forwarded to you as the beneficial owner of Shares
carried by us in your account but not registered in your name.
We are (or our nominee is) the holder of record of Shares held by us for
your account. A tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used to tender Shares held by us
for your account.
Accordingly, we request instructions as to whether you wish us to tender any
or all of the Shares held by us for your account, pursuant to the terms and
conditions set forth in the Offer.
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 will 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 Xxxx-Xxxxx-Xxxxxx 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 otherwise provided in Instruction 6 to the Letter of Transmittal,
transfer taxes on the purchase of Shares by Offeror pursuant to the Offer.
However, federal income tax backup withholding may be required, unless an
exemption is provided 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
for the Offer, EquiServe Trust Company (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 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.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth below. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise specified below.
Please forward your instructions to us to allow us ample time to tender your
Shares on your behalf prior to the expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, Offeror may,
in its discretion, take such action as it may deem necessary to make the Offer
in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of Offeror by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
GETTHERE INC.
BY
GETTHERE ACQUISITION CORP.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated September 11, 2000, and the related Letter of Transmittal (which
together with any amendments or supplements thereto collectively constitute the
"Offer") in connection with the offer by GetThere Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Sabre Holdings Corporation, a
Delaware corporation ("Offeror"), to purchase all outstanding shares of Common
Stock, $0.0001 par value per share (individually, a "Share" and, collectively,
the "Shares"), of GetThere Inc., a Delaware corporation, at a purchase price of
$17.75 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer.
This will instruct you to tender to Offeror the number of Shares indicated
below (or if no number is indicated below, all Shares) which are held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Number of Shares to be Tendered:*
Account Number: ________________________________________________________________
Date: __________________________________________________________________________
SIGN HERE
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S)
________________________________________________________________________________
________________________________________________________________________________
PRINT NAME(S)
________________________________________________________________________________
________________________________________________________________________________
PRINT ADDRESS(ES)
________________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER(S)
________________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
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* UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES HELD BY US
FOR YOUR ACCOUNT ARE TO BE TENDERED.
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