Strategic combination doubles CWT's size in North America PARIS and
DENVER, April 27 /PRNewswire/ -- Two global leaders in business
travel management, Carlson Wagonlit Travel (CWT), and Navigant
International, Inc. (NASDAQ:FLYR), doing business as TQ3Navigant
(Navigant), announced today that they have signed a definitive
agreement whereby CWT will acquire all outstanding shares of
Navigant for $16.50 per share. The aggregate transaction value,
including the assumption of debt, is approximately $510 million.
The acquisition price represents a premium of 25 percent over the
closing price of $13.20 per Navigant share on April 26, 2006, and a
38-percent premium over Navigant's average share price for the 60
days leading up to the announcement. (Photo:
http://www.newscom.com/cgi-bin/prnh/20060427/NYTH097 ) The
transaction has been approved by the boards of both companies and
is expected to close in the second half of 2006. This strategic
acquisition doubles CWT's size in North America, strengthening its
presence in key regional markets. It also expands CWT's presence in
Asia Pacific, through Navigant's operations in Australia and New
Zealand. Altogether, CWT will be the number one travel management
company outside of North America and a strong number two in North
America, in what remains a fragmented market. As a result of the
transaction, CWT will generate annual gross volume in excess of $26
billion(1) and net revenues of more than $1.6 billion, based on
2005 results. The combined company will operate in more than 150
countries and have approximately 22,000 employees. This
announcement coincides with a related transaction, also announced
today, under which Minneapolis-based Carlson Companies and One
Equity Partners (OEP), a private equity affiliate of JPMorgan Chase
& Co., agreed to acquire the 50-percent interest in CWT held by
Paris-based Accor for $465 million. Upon completion of this
transaction, Carlson will increase its stake in CWT to 55 percent,
while OEP will own 45 percent. This transaction is expected to
close after receipt of regulatory approval. Hubert Joly, president
and chief executive officer of CWT, said, "Navigant is an important
acquisition for CWT that greatly strengthens our competitive
position in North America and in Asia Pacific. It builds upon our
momentum and expands CWT's leadership in the business travel
market, where our globally integrated, professional services model
is delivering great value to our clients." Mr. Joly added, "We are
pleased that One Equity Partners is investing in CWT and that
Carlson Companies is continuing its support. We appreciate their
strong confidence in the future of the business travel sector and
CWT, in particular. We look forward to benefiting from both their
financial and strategic support as we continue to grow." Ed Adams,
Navigant's chairman and chief executive officer, said, "This is an
excellent transaction for our shareholders, customers and
employees. The business travel sector is experiencing a period of
consolidation and aligning with the leaders of the future is the
right decision for all of our stakeholders. I am confident that by
combining forces with CWT, whose management I know and respect, our
investors, our clients and our employees will be well served." CWT
will embark upon the integration of Navigant after seven successful
acquisitions in the past two years. Mr. Joly said, "The combined
leadership team will focus on ensuring that current clients of both
companies continue to receive superior service, while a separate,
dedicated team will lead the integration to guarantee a smooth
transition for all clients and employees." Mr. Joly will continue
to serve as president and chief executive officer of CWT. Mr. Adams
has agreed to support Mr. Joly as the companies complete this
transition. Once the transition has been completed, Mr. Adams will
pursue other opportunities after 27 successful years in the travel
industry. Bob Griffith, Navigant's chief financial officer and
chief operating officer, will take on a new role as executive vice
president within the combined company, reporting to Jack O'Neill,
who will continue as chief operating officer of CWT North America.
Other key members of the CWT and Navigant management teams are
expected to continue as senior executives within the combined
organization. "We look forward to working with Navigant's strong
team and clients to ensure that the integration of the two
companies is smooth and mutually beneficial," Mr. Joly said. CWT
has obtained commitments from JPMorgan, Lehman Brothers and Morgan
Stanley, which, together with its cash and cash equivalents on
hand, are sufficient to satisfy in full the cash consideration
payable to Navigant shareholders under the terms of the agreement.
The transaction is subject to a number of closing conditions,
including approval by Navigant's shareholders, regulatory
approvals, financing, the closing of the Accor/Carlson
Companies/One Equity Partners transaction, and other customary
conditions. Advisors JPMorgan is acting as financial advisor to
Carlson Wagonlit Travel and Wachtell, Lipton, Rosen & Katz is
serving as its legal counsel. The Blackstone Group L.P. is acting
as financial advisor to Navigant and Shearman & Sterling LLP is
serving as its legal counsel. About Carlson Wagonlit Travel Carlson
Wagonlit Travel is a world leader in business travel management,
partnering with large corporations, small and medium-sized
companies, and government institutions. CWT designs and implements
superior travel management programs for clients based upon its
recognized consulting expertise, strong purchasing power,
technological strength, and consistent delivery of high- quality
service. CWT has operations in more than 150 countries and services
60 of the world's 100 largest companies. Annual sales of US$22
billion are generated under the Carlson Wagonlit Travel brand. For
more information, please visit http://www.carlsonwagonlit.com/ .
About Navigant International, Inc. Denver-based Navigant
International, Inc., (NASDAQ:FLYR), doing business as TQ3Navigant,
is a global provider of travel management solutions that add
significant value by reducing costs, increasing management and
control, and improving travel efficiency. TQ3Navigant delivers
integrated travel management solutions blending technology with
personalized service and expertise. The company currently employs
approximately 5,200 Associates and has operations in approximately
1,000 locations in 22 countries and U.S. territories. For more
information, please visit http://www.navigant.com/ . About Carlson
Companies Carlson Companies is a global leader in the hotel,
restaurant, business and leisure travel, cruise and marketing
industries. Among the names in the Carlson family of brands and
services are: Carlson Wagonlit Travel, Regent International
Hotels(R), Radisson Hotels & Resorts(R), Park Plaza Hotels
& Resorts, Country Inns & Suites By Carlson, Park Inn(R)
hotels, Regent Seven Seas Cruises(R), T.G.I. Friday's(R) and Pick
Up Stix(R) restaurants, Cruise Holidays, All Aboard Travel, Cruise
Specialists, Fly4less.com, CruiseDeals.com, Results Travel, Carlson
Destination Marketing Services, Carlson Leisure Travel Services,
SeaMaster Cruises(R), SinglesCruise.com(R), CW Government Travel,
Carlson Marketing(R), Peppers & Rogers Group(R), and Gold
Points Reward Network. With headquarters in Minneapolis, Minnesota,
Carlson's global brands and services employ about 190,000 people in
more than 150 countries, while Carlson-owned and -operated
businesses employ about 50,000 people around the globe. Please
visit http://www.carlson.com/ About One Equity Partners One Equity
Partners (OEP) manages $5 billion of investments and commitments
for JPMorgan Chase & Co. in direct private equity transactions.
Partnering with management, OEP invests in transactions that
initiate strategic and operational changes in businesses to create
long-term value. OEP's investment professionals are located across
North America and Europe, with offices in New York, Chicago and
Frankfurt. Additional Information about this Transaction In
connection with the proposed merger, Navigant will file a proxy
statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the proxy statement (when available) and
other materials filed by Navigant at the SEC's web site at
http://www.sec.gov/. The proxy statement and such other materials
may also be obtained for free from Navigant by directing such
request to Navigant, Attention: Corporate Secretary, 84 Inverness
Circle East, Englewood, Colorado 80112-5314, Telephone: (303)
706-0800. Navigant and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed transaction. Information concerning
the interests of Navigant's participants in the solicitation is set
forth in its annual proxy statement filed with the SEC on March 16,
2006. Carlson Wagonlit Travel and its directors, executive officers
and other members of its management and employees may be deemed to
be participants in the solicitation of proxies from Navigant's
stockholders in connection with the proposed transaction. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC
when they become available. Investors should read the proxy
statement carefully and in its entirety when it becomes available
before making any voting or investment decisions. Cautionary
Statement on Forward-Looking Statements This press release contains
statements, including, among others, statements about the
acquisition of Navigant by Carlson Wagonlit Travel, the timing and
certainty of the transaction, the operations and financial results
of the combined company after the closing of the transaction, the
process of integrating the companies and the make-up of the
combined company's management team, other transactions announced by
Carlson Wagonlit Travel, Carlson Wagonlit Travel's future ownership
structure and the intentions of its shareholders, growth strategies
and opportunities of the combined company, general industry or
business trends or events and any other statements contained in
this press release that are not purely historical fact, that are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 in the United States.
These statements are based on currently available information and
are based on current expectations and projections about future
events. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and are subject
to risks and uncertainties. Actual events or results may differ
materially from those discussed in the forward-looking statements
as a result of various factors, including, without limitation, the
satisfaction of the conditions to the closing of the transaction,
the ability to obtain regulatory approvals of the transaction on
the proposed terms and schedule, the failure of Navigant's
stockholders to approve the transaction, the failure of Carlson
Wagonlit Travel to complete the financings required to consummate
the transaction, the risk that the businesses will not be
integrated successfully, the risk that the cost saving s and other
synergies from the transaction may not be fully realized or may
take longer to realize than expected, disruption from the
transaction making it more difficult to maintain relationships with
existing customers, employees or suppliers, Navigant's significant
indebtedness and restrictions in Navigant's credit facility on
Navigant's ability to finance future operations or capital needs,
and disruptions in the travel industry such as those caused by
terrorism, war, natural disasters or general economic downturn.
Additional information regarding these and other risks and
uncertainties that could cause actual results to differ from those
contained in the forward-looking statements is contained in
Navigant's annual report on Form 10-K for the year ended December
25, 2005, and in Navigant's other Securities and Exchange
Commission ("SEC") filings, including its filings on Forms 10-K and
10-Q. The forward-looking statements made herein are only as of the
date of this press release, and Navigant and Carlson Wagonlit
Travel undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances. Conference Call and Webinar CWT and Navigant will
hold a conference call and webinar today at 11:00 a.m. Eastern to
discuss this morning's announcement. To participate in the call,
dial 1-800-762-8779. International callers should dial
480-629-9031. The webinar can be simultaneously accessed at
https://www.livemeeting.com/cc/carlsoncompanies/join?id=WJKDK2&role=attend&pw=
attend. For the webinar, the meeting Identification will be
"WJKDK2" and the meeting key will be "attend." Additionally, a
replay of the conference call will be available at
http://www.navigant.com/. 1 For CWT this figure includes volume
from wholly owned operations, joint ventures, partners, franchisees
and referrals. For Navigant, this figure is based on airline
tickets sold. http://www.newscom.com/cgi-bin/prnh/20060427/NYTH097
http://photoarchive.ap.org/ DATASOURCE: Carlson Wagonlit Travel
CONTACT: Kim Derderian of Carlson Wagonlit Travel, Global,
+33-(0)1-41-33-60-44, , or Laurie Alexander of Carlson Wagonlit
Travel, North America, +1-763-212-2079, , or Jacquie Lindsay of
Carlson Wagonlit Travel, Asia Pacific, +65-6511-9216, , or Martha
Constantinesco of Carlson Wagonlit Travel, Europe,
+33-(0)-1-41-33-68-94, , all for Carlson Wagonlit Travel; Keith
Taylor of TQ3 Navigant, Global & North America,
+1-303-925-3187, , or Richard Furness of Navigant Europe, +44-(0)-
207-950-2470, , or Ross Irving of TQ3Navigant Asia Pacific,
+61-(2)-9213-4411, , all for TQ3Navigant Web site:
http://www.carlsonwagonlit.com/ http://www.navigant.com/
http://www.carlson.com/
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