Four Seasons enters into agreement to be taken private at US$82.00 per share in cash
12 February 2007 - 11:30PM
PR Newswire (US)
TORONTO, Feb. 12 /PRNewswire-FirstCall/ -- Four Seasons Hotels Inc.
(TSX Symbol "FSH"; NYSE Symbol "FS") announced today that it has
entered into a definitive acquisition agreement to implement the
previously announced proposal to take Four Seasons private at a
price of US$82.00 cash per Limited Voting Share. Following
completion of the transaction, Four Seasons would be owned by
affiliates of Cascade Investment, L.L.C. (an entity owned by
William H. Gates III), Kingdom Hotels International, a company
owned by a trust created for the benefit of His Royal Highness
Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud and his family, and
Isadore Sharp. The transaction, which values Four Seasons at US
$3.8 billion (including debt), will be implemented by way of a
court-approved plan of arrangement under Ontario law. The
transaction has been approved unanimously by the Board of Directors
of Four Seasons (with interested directors abstaining) following
the report and favourable, unanimous recommendation of a Special
Committee of independent directors comprised of Ronald Osborne
(Chair), William Anderson and Brent Belzberg. In doing so, the Four
Seasons Board determined that the arrangement is fair to the
shareholders of Four Seasons (other than Mr. Sharp, Kingdom,
Cascade, their respective directors and senior officers and any
other "related parties", "interested parties" and "joint actors")
and in the best interests of the Company and authorized the
submission of the arrangement to shareholders of Four Seasons for
their approval at a special meeting of shareholders. The Board of
Four Seasons also has determined unanimously (with interested
directors abstaining) to recommend to Four Seasons shareholders
that they vote in favour of the transaction. The Special Committee
was advised by Merrill Lynch, as independent valuator and financial
advisor, and Osler, Hoskin & Harcourt LLP, as independent legal
advisor. Merrill Lynch has concluded that as at February 5, 2007,
the consideration to be received under the arrangement is fair,
from a financial point of view, to the holders of Limited Voting
Shares (other than Mr. Sharp, Kingdom, Cascade, their respective
directors and senior officers and any other "related parties",
"interested parties" and "joint actors"). A copy of the Merrill
Lynch valuation and fairness opinion, factors considered by the
Special Committee and the Board and other relevant background
information will be included in the management information circular
that will be sent to holders of Limited Voting Shares in connection
with the special meeting to consider the arrangement. "I am
delighted that the Board, after considering the recommendations
developed by the Special Committee and its advisors, has determined
to support what I believe is the best way to preserve and expand
the long-term strategy, vision and core values of Four Seasons,"
said Isadore Sharp, Chairman and Chief Executive Officer of Four
Seasons. Pursuant to the arrangement, holders of the outstanding
Limited Voting Shares of the Company (other than Kingdom, Cascade
and certain of their affiliates) would receive US$82.00 cash per
share, which represents a 28.4% premium over the closing price of
the Limited Voting Shares of Four Seasons on the New York Stock
Exchange on November 3, 2006, the last trading day on the NYSE
before the announcement of the proposed transaction, and a 33.1%
premium over the weighted average closing price over the six months
preceding that date. As previously disclosed, upon completion of
the transaction Triples (which is Mr. Sharp's family holding
company) would hold a significant continuing interest in Four
Seasons and Mr. Sharp would, as Chairman and Chief Executive
Officer, continue to be directly involved in all aspects of the
operations and the strategic direction of the Company, which will
remain headquartered in Toronto. If the transaction is completed,
Mr. Sharp will be entitled to realize proceeds of approximately
US$289 million related to a long-term incentive agreement that was
approved by the Company's shareholders before it was put in place
in 1989. A meeting of shareholders to consider the arrangement is
anticipated to take place in April. To be implemented, the
arrangement will require approval by two-thirds of the votes cast
by holders of Limited Voting Shares, voting separately as a class,
and approval by Triples, as the sole holder of the Variable
Multiple Voting Shares, voting separately as a class. Kingdom,
Cascade and Triples have agreed to vote their Limited Voting Shares
and Variable Multiple Voting Shares to approve the arrangement. The
arrangement also will require approval by a simple majority of the
votes cast by holders of Limited Voting Shares, other than Mr.
Sharp, Kingdom, Cascade, their respective directors and senior
officers and any other "related parties", "interested parties" and
"joint actors". In addition, the arrangement will require approval
by the Ontario Superior Court of Justice. The transaction also will
be subject to certain other customary conditions, including receipt
of a limited number of regulatory approvals. The transaction is not
subject to any financing condition, and Four Seasons has been
advised that commitments for the required debt financing have been
received from Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. and JPMorgan Chase Bank, N.A. Four Seasons has received from
Cascade and Kingdom a limited guaranty of certain obligations of FS
Acquisition Corp., the newly-formed company that is the purchaser
under the Acquisition Agreement. Copies of the acquisition
agreement and certain related documents will be filed with Canadian
securities regulators and with the United States Securities and
Exchange Commission and will be available at the Canadian SEDAR
website at http://www.sedar.com/ and at the U.S. Securities and
Exchange Commission's website at http://www.sec.gov/. The
management information circular in connection with the special
meeting of shareholders to consider the arrangement is expected to
be mailed to shareholders over the coming weeks. The circular also
will be available as part of Four Seasons public filings at
http://www.sedar.com/ and http://www.sec.gov/. It is anticipated
that the transaction, if approved by shareholders, will be
completed in the second quarter of 2007. This news release contains
"forward-looking statements" within the meaning of applicable
securities laws relating to the proposal to take Four Seasons
Hotels Inc. private, including statements regarding the terms and
conditions of the proposed transaction. Readers are cautioned not
to place undue reliance on forward-looking statements. Actual
results and developments may differ materially from those
contemplated by these statements depending on, among other things,
the risks that the parties will not proceed with a transaction,
that the ultimate terms of the transaction will differ from those
that currently are contemplated, and that the transaction will not
be successfully completed for any reason (including the failure to
obtain the required approvals or clearances from regulatory
authorities). The statements in this news release are made as of
the date of this release and, except as required by applicable law,
we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. Additionally, we undertake no
obligation to comment on analyses, expectations or statements made
by third parties in respect of Four Seasons, its financial or
operating results or its securities or any of the properties that
we manage or in which we may have an interest. DATASOURCE: Four
Seasons Hotels and Resorts CONTACT: Contact: Four Seasons Hotels
Inc., John Davison, Chief Financial Officer, (416) 441-6714;
Barbara Henderson, Senior Vice President, Corporate Finance, (416)
441-4408; Kingdom Hotels International, Charles Henry, Hotel
Capital Advisers, Inc., (212) 599-5151, Email:
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