Fort Worth, Texas-based travel company Sabre Holdings Corp. Tuesday made an unsolicited bid to acquire the shares of online travel operation Travelocity.com Inc. that it doesn't already own for $23 a share.

Travelocity had closed last Friday at $19.20, so shareholders got a big bump today - the stock was up $5.26 in mid-morning trading, to $24.46. The deal is valued at an estimated $345 million. About 15 million of the 50 million shares outstanding are not owned by Sabre.

Sabre is already the controlling stockholder of Travelocity, owning about 70 percent of Travelocity's common stock.

The big travel reservation company said it has "determined that the long-term strategies of Sabre and Travelocity are converging. The move supports Sabre's continuing strategy to deliver value to suppliers and travelers across multiple distribution channels."

Sabre said it makes sense to combine the strengths of both companies to pursue new revenue opportunities, while optimizing investment decisions. Travelocity would become a wholly owned Sabre company. Sabre does not plan to change Travelocity's executive team, strategic direction or brand.

Sabre said it wants to launch its formal tender offer on or soon after March 5. The offer is expected to be conditioned on Sabre's ownership interest in Travelocity reaching at least 90 percent, enough to allow Sabre to effectuate a short-form merger.

Travelocity said its board of directors has formed a special committee of independent and outside directors to review and evaluate its options and make recommendations to the Board.

The committee named Salomon Smith Barney as its financial adviser.

Travelocity execs, who seem to have been taken by surprise despite the relationship with Sabre, also said it is asking its stockholders to defer a decision on the contemplated tender offer until they have been advised of Travelocity's position on it.

Travelocity, also based in Fort Worth, posted pro forma income of 9 cents per share for its fourth quarter on gross travel bookings of $630.2 million.

The travel sector has been one of the overall bright spots in e-commerce despite the events of Sept. 11, and for 2001, Travelocity reported gross travel bookings were $3.1 billion, up 27 percent from the $2.5 billion reported in 2000. Revenues for 2001 were $301.8 million, exceeding 2000 pro forma revenues by 50 percent. Pro forma profits for the year were 30 cents a share, "before special items and Sabre interest."

Sabre has about 5,500 employees in 45 countries. The company reported 2001 revenues of $2.1 billion and has forecast earnings for 2002 of $1.80 to $1.90 per share