Filed by Cendant Corporation
Commission File No. 1-10308
Pursuant to Rule 425 under
The Securities Act of 1933
Subject Company: Galileo International, Inc.
Commission File No. 333-64738
Cendant Clarifies Recently Published Reports Related to the Company's Proposed
Acquisition of Galileo International
NEW YORK, Aug. 1 -- Cendant Corporation (NYSE: CD) today clarified that
contrary to several recently published reports, the HSR waiting period with
respect to Cendant's proposed acquisition of Galileo was terminated early on
July 9, 2001 by the Federal Trade Commission and the Department of Justice.
The reported DOJ inquiry does not result in any impediment to the closing of
the acquisition, which from a U.S. regulatory perspective can close at any
time.
Statements about future results made in this release constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on current
expectations and the current economic environment. The Company cautions that
these statements are not guarantees of future performance. Actual results may
differ materially from those expressed or implied in the forward-looking
statements. Important assumptions and other important factors that could cause
actual results to differ materially from those in the forward-looking
statements are specified in Cendant's Form 10-K/A and Galileo International,
Inc.'s Form 10-K for the year ended December 31, 2000, including the timing of
the consummation of the Galileo acquisition which is expected to close in the
third quarter of 2001.
Such forward-looking statements include projections. Such projections were not
prepared in accordance with published guidelines of the American Institute of
Certified Public Accountants or the SEC regarding projections and forecasts,
nor have such projections been audited, examined or otherwise reviewed by
independent auditors of Cendant or its affiliates. In addition, such
projections are based upon many estimates and are inherently subject to
significant economic and competitive uncertainties and contingencies, many of
which are beyond the control of manage ment of Cendant and its affiliates.
Accordingly, actual results may be materially higher or lower than those
projected. The inclusion of such projections herein should not be regarded as
a representation by Cendant or its affiliates that the projections
will prove to be correct.
This document is being filed pursuant to Rule 425 under the Securities Act of
1933 and is deemed filed pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934.
Cendant and Galileo have filed a proxy statement-prospectus dated July 25,
2001 and other relevant documents concerning the proposed merger transaction
with the SEC. Investors are urged to read this proxy statement-prospectus and
any other relevant documents filed with the SEC because they will contain
important information on the proposed transaction. You can obtain the
documents filed with the SEC free of charge at the Web site maintained by the
SEC at http://www.sec.gov. Galileo and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from Galileo's
stockholders. A list of the names of those directors and executive officers
and descriptions of their interests in Galileo is contained in the proxy
statement-prospectus dated July 25, 2001.
Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 57,000 employees, New York City-based
Cendant provides these services to businesses and consumers in over 100
countries.
More information about Cendant, its companies, brands and current SEC filings
may be obtained by visiting the Company's Web site at http://www.Cendant.com
or by calling 877-4INFO-CD (877-446-3623).
Media Contact: Elliot Bloom
212-413-1832
Investor Contacts: Denise Gillen
212-413-1833
Sam Levenson
212-413-1834