Pegasus Solutions Moves Toward Bid to Acquire Complementary Hotel Representation & Reservation Provider VIP
Bid Subject to Acceptance by Shareholders of HARS Systems, Owner of the VIP International Corp. Reservations Service
DALLAS and CALGARY, Alberta, Pegasus Solutions, Inc. PEGS announced today that it intends to make an offer to the shareholders of HARS Systems Inc. ("HARS") HSS to purchase all outstanding common shares of HARS at a cash price of $.62 CAD per share, subject to Pegasus signing additional lock-up agreements with shareholders representing approximately 5.7 million of HARS' outstanding shares by May 27, 2002.
The first in an anticipated series of lock-ups, yesterday Pegasus entered into a lock-up agreement with one of HARS' major shareholders, Executive Inn Inc., for 6,788,377 common shares representing 32.7 percent of HARS' outstanding common shares.
At the expected bid price, the transaction will be valued at approximately $14 million CAD. The offer will be subject to customary conditions, including Pegasus acquiring at least 75 percent of the outstanding shares of HARS prior to the expiry of the offer, due diligence and no material adverse change having occurred at HARS. The offer will be made pursuant to the requirements of the applicable Canadian and US securities laws. The details of the offer will be set forth in an Offer to Purchase and Circular expected to be filed with the appropriate Canadian securities regulatory authorities and is expected to be delivered to HARS shareholders in late May or early June. The offer must allow at least 35 days for shareholder acceptance.
In business for more than 20 years, VIP International is one of the world's largest third party hotel representation and reservation service providers. VIP provides GDS (global distribution system) and Internet distribution, along with reservation services to more than 2,000 independent hotels, small hotel chains, and independent car rental companies. During the last two years, VIP added 631 new hotel properties, more than half in Europe, and five independent car rental companies to its customer portfolio.
Pegasus Solutions' Chief Executive Officer and Chairman of the Board John F. Davis, III said, "We are impressed with VIP's growth and performance and believe it would be an excellent complement to our current Utell and Reservation Services businesses. VIP's portfolio of properties should also provide cross selling opportunities for our Commission Processing and PegasusCentral(TM) hospitality management services."
COMPANY INFORMATION
Through its VIP International Corporation (
Dallas-based Pegasus Solutions, Inc. (
This statement contains references to future events and projected results, including anticipated transactions involving the Company and its service offerings. There can be no assurance that the referenced future events or projected results will actually occur or that the future financial performance of the Company will be as projected. Actual occurrences, results and performance may differ substantially and materially from those projected as a result of a number of risks and uncertainties, such as adverse changes in general market conditions for business and leisure travel as a result of additional terrorist activities, action by U.S. military forces, changes in hotel room rates, capacity adjustments by airlines, trends in the overall demand for travel, and the inherent difficulty in making projections during this period of uncertainty, as well as other risks and uncertainties mentioned in this statement or detailed in the Company's periodic reports and registration statements filed with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2001.
- Travel Weekly, June 25, 2001, "Top 50 Travel Agencies"
- Hotel Business, February 7, 2002, "The Top Hotel Brands" - ranked by total number of rooms (2001)
Note to United States Shareholders:
The expected offer by Pegasus Solutions, Inc. will be made for the securities of a Canadian issuer and while the offer is subject to Canadian disclosure requirements, shareholders should be aware that these requirements are different from those of the United States. The details of the offer will be set forth in an Offer to Purchase and Circular that is expected to be filed with the Canadian securities regulatory authorities in late May or early June. Once filed, please review the Offer to Purchase and Circular, which will be controlling for all purposes, for further information and details of the offer. A copy will be available at