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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding
future events. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “potential,” “should,” “will”, and “would” or other similar
words. Any statements that refer to expectations or other characterizations of future events, circumstances or results are
forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with
respect to the costs and other anticipated financial impacts of the proposed transaction; future financial and operating results
of the Company; the Company’s plans, objectives, expectations and intentions with respect to future operations and services;
the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.
All forward-looking statements involve significant risks and
uncertainties that could cause future results to differ from those expressed by the forward-looking statements, many of which are
generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties include, but
are not limited to, (i) the possibility that the proposed transaction is delayed or does not close, including due to the failure
to receive required regulatory approvals, the taking of governmental action to block the proposed transaction, the inability to
obtain required financing, or the failure of other closing conditions, and (ii) the possibility that expected financial results
will not be realized, or will not be realized within the expected time period, because of, among other things, factors affecting
the level of travel activity, particularly air travel volume, including security concerns, pandemics, general economic conditions,
natural disasters and other disruptions; general economic and business conditions in the markets in which the Company operates,
including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the Eurozone; pricing, regulatory
and other trends in the travel industry; the Company’s ability to obtain travel provider inventory from travel providers,
such as airlines, hotels, car rental companies, cruise lines and other travel providers; the Company’s ability to develop
and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue streams; maintenance
and protection of the Company’s information technology and intellectual property; the impact on travel provider capacity
and inventory resulting from consolidation of the airline industry; the impact the Company’s outstanding indebtedness may
have on the way the Company operates its business; the Company’s ability to achieve expected cost savings from the Company’s
efforts to improve operational and technology efficiency, including through the Company’s consolidation of multiple technology
vendors and locations and the centralization of activities; the Company’s ability to maintain existing relationships with
travel agencies and to enter into new relationships on acceptable financial and other terms; and the Company’s ability to
grow adjacencies, such as payment and mobile solutions; and the impact on business conditions worldwide as a result of political
decisions, including the United Kingdom’s decision to leave the European Union.
Forward-looking statements should not be read as a guarantee
of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance
or results will be achieved. Forward-looking information is based on information available at the time and/or management’s
good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 22,
2019, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations
described in the forward-looking statements. You should be aware that the occurrence of the events described in these risk factors
and elsewhere could have an adverse effect on the Company’s business, results of operations, financial position and cash
flows.
Forward-looking statements speak only as of the date the statements
are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions
or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.
If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates
with respect thereto or with respect to other forward-looking statements. For any forward-looking statements contained in any document,
the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.