Starwood’s Board Believes the Revised Proposal from a Consortium Comprising Anbang Insurance Group Company, U.S.-based Flowers Investment Company, and Primavera Capital Limited Is Highly Likely to Qualify as a “Superior Proposal”
STAMFORD, Conn., March 28, 2016 /PRNewswire/ -- Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (the “Company”) today announced that, after consultation with its legal and financial advisors, its Board of Directors has determined that a revised non-binding proposal from a consortium comprising Anbang Insurance Group Company, U.S.-based Flowers Investment Company, and Primavera Capital Limited (the “Consortium”) is reasonably likely to constitute a “Superior Proposal” as defined in the previously announced merger agreement between the Company and Marriott International, Inc. (NASDAQ: MAR) (the “Marriott Merger Agreement”).
On March 26, 2016, the Company received a non-binding proposal from the Consortium. Under the proposal, the Consortium would acquire all of the outstanding shares of common stock of the Company for $81.00 per share in cash. After consultation with its legal and financial advisors, the Company’s Board of Directors believes that this proposal is reasonably likely to qualify as a “Superior Proposal,” which enables the Company to engage with the Consortium regarding the proposal and to provide the Consortium with due diligence information. The Company began such discussions with the Consortium on March 26, 2016. In the course of those discussions, the Consortium revised its proposal to increase the offer price to $82.75 per share of the Company’s common stock. The Company and the Consortium are continuing discussions regarding other terms of the proposal, excluding the price terms, with the goal of finalizing the other terms of a definitive, binding acquisition proposal, including definitive transaction documents.
After consultation with its legal and financial advisors, the Company’s Board of Directors will carefully consider the outcome of its discussions with the Consortium in order to make a decision that is in the best interests of the Company and its shareholders. There can be no assurance that these discussions will result in the submission of a binding proposal by the Consortium, that any such proposal, if received, will be determined by the Company’s Board of Directors to constitute a “Superior Proposal,” or that any transaction with the Consortium will be approved or consummated on specific terms.
Under the terms of the Consortium’s revised proposal, the Consortium would acquire all of the outstanding shares of common stock of the Company for $82.75 per share in cash. This price represents an increase of $4.75 per share over the price set forth in the Consortium’s prior binding proposal submitted on March 18, 2016. In addition, pursuant to the Company’s existing agreements, the Company’s shareholders may also receive a premium of $5.91 per share in the form of common stock of Interval Leisure Group (NASDAQ: IILG) (the “ILG”), representing the expected value of the planned spin-off of the Company’s vacation ownership business and its subsequent merger with ILG (calculated based on ILG’s closing stock price on March 24, 2016). Accordingly, the Consortium’s latest proposal, together with the transaction with ILG, values the Company at approximately $88.66 per share.
As previously announced, the Company had planned to hold a special meeting of shareholders on March 28, 2016, to vote on the Marriott merger, but the meeting has been postponed to April 8, 2016. The Company’s Board of Directors has not changed its recommendation in support of the merger with Marriott.
The Company’s financial advisors are Lazard and Citigroup Global Markets Inc., and its legal advisor is Cravath, Swaine & Moore LLP.
About Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts Worldwide, Inc. is one of the leading companies in the world’s hotel and leisure industry, with nearly 1,300 properties in nearly 100 countries and territories and over 180,000 employees at its owned and managed properties. As one of the most well-known brands worldwide, Starwood is a fully integrated owner, operator, and franchisor of hotels, resorts, and residences, with globally recognized brands including: St. Regis®(St. Regis®), The Luxury Collection®(The Luxury Collection®), W®Hotels (W®), Design Hotels, Westin®(Westin®), Le Méridien®(Le Meridien®), Sheraton®(Sheraton®), Four Points®by Sheraton, Aloft® ), Element®(Aloft®), and the recently launched Tribute Portfolio™. Starwood also offers an industry-leading and award-winning loyalty program — SPG. For more information, please visit www.starwoodhotels.com/cn.®(Element®) and the recently launched Tribute Portfolio!". Starwood boasts an industry-leading and highly acclaimed loyalty program – SPG Club. For more information, please visit www.starwoodhotels.com/cn.