Fairmont Board Forms Special Committee
15 December 2005 - 9:52AM
PR Newswire (US)
TORONTO, Dec. 14 /PRNewswire-FirstCall/ -- Fairmont Hotels &
Resorts Inc. ("Fairmont" or the "Company") (TSX/NYSE: FHR) today
announced that its Board of Directors has formed a Special
Committee of four independent Directors to advise the Board with
respect to the partial take-over bid by affiliates of Carl Icahn.
The Special Committee, comprised of Peter Godsoe, Chairman of
Fairmont's Board and former CEO of Scotiabank, David O'Brien,
Chairman and former CEO of EnCana Corporation, Stephen Bachand,
former CEO of Canadian Tire Corporation, and Robert Singer, former
President and COO of Abercrombie & Fitch Co., will also
evaluate strategic options for maximizing value for shareholders.
Fairmont has retained UBS Investment Bank, Avington International
and Scotia Capital as financial advisors to assist with this
process. As well, McCarthy Tetrault LLP and Skadden, Arps, Slate,
Meagher & Flom LLP have been engaged as the Company's legal
advisors. Fasken Martineau DuMoulin LLP has been retained to
provide legal advice to the Special Committee. The Board has not
set any deadline for completing the review of its strategic
options, and may ultimately determine that its current business
plan is the best means to build and deliver shareholder value.
Fairmont also announced that the Board of Directors has elected, in
accordance with the terms of the Company's shareholder rights plan
(the "Plan"), to defer the "separation time" of the rights under
the Plan. In accordance with the terms of the Plan, the rights were
scheduled to separate and trade separately on the tenth trading day
following the first public announcement of the intent of any person
to commence a take-over bid, or such later time as may be
determined by the Board of Directors. The Board has therefore
elected, in accordance with the Plan, to defer the separation time
until the earlier of (i) such date as may be determined by the
Board or the Special Committee prior to the time any person becomes
an "acquiring person" under the Plan or (ii) unless otherwise
determined by the Special Committee, the day immediately prior to
the date on which an "acquiring person" becomes such. This news
release contains certain forward-looking statements relating, but
not limited to, FHR's operations, anticipated financial
performance, business prospects and strategies. Forward-looking
information typically contains statements with words such as
"anticipate", "believe", "expect", "plan", "estimate", "guidance",
"aim" or similar words suggesting future outcomes. Such
forward-looking statements are subject to risks, uncertainties and
other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by
such forward-looking statements. Such factors include, but are not
limited to economic, competitive and lodging industry conditions.
These risks are further described in FHR's filings with Canadian
securities regulatory authorities (http://www.sedar.com/) and with
the U.S. Securities and Exchange Commission website
(http://www.sec.gov/). All forward-looking statements in this news
release are qualified by these cautionary statements. These
statements are made as of the date of this news release and except
as required by applicable law, FHR disclaims any responsibility to
update any such forward-looking statements, whether as a result of
new information, future events or otherwise. About Fairmont Hotels
& Resorts Inc. FHR is a leading owner/operator of luxury hotels
and resorts. FHR's managed portfolio consists of 88 luxury and
first-class properties with approximately 34,000 guestrooms in the
United States, Canada, Mexico, Bermuda, Barbados, United Kingdom,
Monaco, Kenya and the United Arab Emirates as well as two vacation
ownership properties managed by Fairmont Heritage Place. FHR owns
Fairmont Hotels Inc., North America's largest luxury hotel
management company, as measured by rooms under management, with 50
distinctive city center and resort hotels including The Fairmont
San Francisco, The Fairmont Banff Springs and The Fairmont
Scottsdale Princess. FHR also owns Delta Hotels, Canada's largest
first-class hotel management company, which manages and franchises
38 city center and resort properties in Canada. In addition to
hotel management, FHR holds real estate interests in 27 properties
and an approximate 24% investment interest in Legacy Hotels Real
Estate Investment Trust, which owns 24 properties. FHR owns FHP
Management Company LLC, a private residence club management company
that operates Fairmont Heritage Place, a vacation ownership
business. DATASOURCE: Fairmont Hotels & Resorts Inc. CONTACT:
Investors, Emma Thompson, Investor Relations, Fairmont Hotels &
Resorts, Tel: (416) 874-2485, Email: , Website:
http://www.fairmontinvestor.com/; U.S. Media, Daniel Gagnier,
Citigate Sard Verbinnen, Tel: (212) 687-8080, Email: , Website:
http://www.sardverb.com/; Canadian Media, Bruce MacLellan,
Environics Communications Inc., Tel: (416) 969-2727, Email: ,
Website: http://www.environicspr.com/
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