Intrawest Corporation announces agreement to be acquired by Fortress Investment Group LLC for US$35.00 per share or US$2.8 bill
11 August 2006 - 10:30PM
PR Newswire (US)
ALL DOLLAR AMOUNTS ARE IN U.S. CURRENCY VANCOUVER and NEW YORK,
Aug. 11 /PRNewswire-FirstCall/ -- Intrawest Corporation
("Intrawest" or "the company") (IDR:NYSE; ITW:TSX) and Fortress
Investment Group LLC ("Fortress") announced today that they have
entered into a definitive agreement under which funds managed by
affiliates of Fortress will acquire all of Intrawest's outstanding
common shares at a price of $35.00 per share payable in cash. The
total value of the transaction, including the existing debt of
Intrawest, is approximately $2.8 billion. Fortress is a global
investment and asset management firm with approximately $23 billion
in equity capital under management. This all-cash transaction for
100 per cent of the company's shares represents a 20 per cent
premium over Intrawest's closing price on February 27, 2006, the
last trading day before the company announced its intention to
review its strategic options, and a 32 per cent premium over the
closing price prior to the announcement of the offer. "Following a
thorough review of all strategic options to maximize value for
Intrawest's shareholders, which included the appointment of a
Special Committee of Directors to oversee the process, the Board of
Directors of Intrawest has determined that the transaction with
Fortress is the best alternative for the shareholders and is in the
best interests of the company," said Gordon MacDougall, lead
director of Intrawest Corporation. "The Intrawest Board has
unanimously recommended that the shareholders of Intrawest approve
the transaction." In deciding to recommend the transaction to the
Intrawest shareholders, the Board of Directors considered a number
of factors and received an opinion from the company's financial
advisors, Goldman, Sachs & Co. to the effect, and subject to
the assumptions and conditions set forth in such opinion, that the
consideration to be received for the common shares of the company
is fair, from a financial point of view, to the Intrawest
shareholders. Capital West Partners provided additional advice to
the company, the Board of Directors and the Special Committee. "I
am pleased with the result of our review of strategic alternatives
that was announced on February 28, 2006," said Joe Houssian,
chairman and chief executive officer of Intrawest Corporation.
"Over the past five months, we have thoroughly analyzed the
financial and strategic options for the company and believe that
the value inherent in this transaction is in the best interests of
all of our shareholders. Fortress was attracted by our assets,
people, business strategies and loyal customer base and is able to
support Intrawest becoming a global leader across all of our
businesses." "Fortress has a disciplined strategy of acquiring
asset-based businesses with high quality platforms and Intrawest is
truly unique in this regard," said Wesley R. Edens, principal and
chairman of the management committee of Fortress Investment Group
LLC. "We have a great opportunity to continue Intrawest's evolution
into a leading global leisure player and look forward to working
with its management team, employees and partners." The transaction
will be carried out by way of a statutory plan of arrangement and
must be approved by the applicable court and by 66 2/3 per cent of
the votes cast by holders of Intrawest shares. Closing is also
subject to customary conditions of closing, including regulatory
approvals. The closing of the transaction is not subject to any
financing condition. The proposed transaction is expected to close
in October 2006, shortly after receipt of shareholder and court
approvals. Further information regarding the proposed transaction
will be contained in an information circular which Intrawest will
mail to the holders of common shares in connection with the special
meeting of shareholders to be held to approve the transaction. It
is expected that the materials will be mailed in September 2006 for
a meeting anticipated to be held in October 2006. Goldman, Sachs
& Co. acted as financial advisor and McCarthy Tetrault acted as
legal advisor to Intrawest Corporation. Farris, Vaughan, Wills
& Murphy LLP provided legal advice to the Special Committee.
Lehman Brothers Inc. acted as financial advisor and Skadden, Arps,
Slate, Meagher & Flom LLP and Goodmans LLP acted as legal
advisors to Fortress. Lehman Brothers, Deutsche Bank and Bear
Stearns provided a debt financing commitment for this acquisition.
A conference call is scheduled for August 11 at 9:00am ET (6:00am
PT) to discuss the transaction. To access the call, dial
1-800-921-9431 before the scheduled start time. A playback version
of the conference call will be available until August 18 at
1-877-519-4471 with password 7729315. The call will also be web
cast live on http://www.intrawest.com/ (or
http://viavid.net/dce.aspx?sid=0000347B). Intrawest Corporation
(IDR:NYSE; ITW:TSX) is a world leader in destination resorts and
adventure travel. The company has interests in 10 resorts at North
America's most popular mountain destinations, including Whistler
Blackcomb, a host venue for the 2010 Winter Olympic and Paralympic
Games. Intrawest owns Canadian Mountain Holidays, the largest
heli-skiing operation in the world, and an interest in Abercrombie
& Kent, the world leader in luxury adventure travel. The
Intrawest network also includes Sandestin Golf and Beach Resort in
Florida and Club Intrawest - a private resort club with nine
locations throughout North America. Intrawest develops real estate
at its resorts and at other locations across North America and in
Europe. Intrawest is headquartered in Vancouver, British Columbia.
For more information, visit http://www.intrawest.com/. Fortress
Investment Group LLC is a global investment and asset management
firm founded in 1998 with approximately $23 billion in equity
capital under management. Fortress is headquartered in New York,
and its affiliates have offices in Dallas, Frankfurt, Geneva, Hong
Kong, London, Rome, San Diego, Sydney and Toronto. Statements
contained in this release that are not historical facts are
forward-looking statements that involve risks and uncertainties.
Intrawest's actual results could differ materially from those
expressed or implied by such forward-looking statements. Factors
that could cause or contribute to such differences include, but are
not limited to, Intrawest's ability to implement its business
strategies, seasonality, weather conditions, competition, general
economic conditions, currency fluctuations and other risks detailed
in the company's filings with the Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission. In
addition, the completion of the transaction contemplated by this
release is conditional upon a number of factors, many of which are
outside of Intrawest's control. There is no assurance that the
transaction will be completed at all or upon the same terms and
conditions described above. If you would like to receive future
news releases by email, please contact: CONTACT: Investors please
call: Mr. John Currie, Chief Financial Officer, Intrawest
Corporation, (604) 669-9777; or Mr. Tim McNulty, Director, Investor
Relations, Intrawest Corporation, (604) 623-6620; Ms. Lilly
Donohue, Managing Director, Fortress Investment Group, (212)
798-6118; Media please call: Mr. Dan Gagnier, Citigate Sard
Verbinnen, (212) 687-8080 DATASOURCE: Intrawest Corporation
CONTACT: Investors please call: Mr. John Currie, Chief Financial
Officer, Intrawest Corporation, (604) 669-9777; or Mr. Tim McNulty,
Director, Investor Relations, Intrawest Corporation, (604)
623-6620; Ms. Lilly Donohue, Managing Director, Fortress Investment
Group, (212) 798-6118; Media please call: Mr. Dan Gagnier, Citigate
Sard Verbinnen, (212) 687-8080
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