Starwood Hotels & Resorts announced that on March 10, 2016 it received a non-binding proposal from a consortium of companies (the Consortium) to acquire all of the outstanding shares of common stock of Starwood for $76.00 per share in cash. Pursuant to separate agreements entered into by Starwood, stockholders would additionally receive consideration in the form of Interval Leisure Group (ILG) common stock from the previously announced spin-off of its vacation ownership business, Vistana Signature Experiences, and subsequent merger with ILG, currently valued at approximately $5.50 per Starwood share, based on the 20-day VWAP (volume weighted average price) of ILG common stock ending March 11, 2016.
As announced on November 16, 2015, Starwood entered into a definitive merger agreement with Marriott International under which Marriott would acquire Starwood in a stock and cash transaction. Starwood has received a waiver from Marriott enabling it to engage in discussions with, and provide diligence information to, the Consortium in connection with its proposal. Starwood commenced discussions with the Consortium on March 11, 2016. The Marriott waiver expires at 11:59 pm Eastern Time on March 17, 2016.
Starwood’s Board of Directors has not changed its recommendation in support of Starwood’s merger with Marriott. The Board, in consultation with its legal and financial advisors, will carefully consider the outcome of its discussions with the Consortium in order to determine the course of action that is in the best interest of Starwood and its stockholders. The Consortium has not completed diligence and there are a number of matters to be resolved in the Consortium’s proposal. There can be no assurance that discussions will result in a binding proposal from the Consortium or that a transaction with the Consortium will be approved or consummated. Starwood does not intend to comment further on its discussions with the Consortium prior to the expiration of the waiver period.
Lazard and Citigroup Global Markets Inc. are serving as financial advisors and Cravath, Swaine & Moore LLP is serving as legal counsel to Starwood.
