Provides Attractive 40% Premium to Playa
Shareholders
Follows Playa's Deliberate and Comprehensive
Review Process to Maximize Value
FAIRFAX,
Va., Feb. 10, 2025 /PRNewswire/ -- Playa Hotels
& Resorts N.V. (NASDAQ: PLYA) (the "Company" or "Playa") today
confirmed it has entered into an agreement with Hyatt Hotels
Corporation (NYSE: H) ("Hyatt") under which an indirect wholly
owned subsidiary of Hyatt will acquire all outstanding shares of
Playa for $13.50 per share in
cash.
"We are pleased to enter into this agreement with Hyatt and look
forward to delivering the many benefits of the transaction to
Playa's shareholders, guests, employees and other stakeholders,"
said Bruce D. Wardinski, Chairman
and CEO of Playa Hotels & Resorts. "Following a deliberate and
comprehensive review of opportunities, the Playa Board concluded
that the proposed transaction with Hyatt is in the best interest of
the Company. As a result of our robust process and engagement with
a number of potential counterparties, we are confident that this
transaction maximizes shareholder value. The transaction will
deliver to Playa shareholders a 40% premium to the Company's
unaffected stock price prior to the disclosure of exclusive
discussions with Hyatt."
Mr. Wardinski continued, "We have a longstanding partnership
with Hyatt and their support has been instrumental to Playa's
success. The transaction is a testament to the strength of our
portfolio and management platform, the remarkable dedication of our
team and the incredible value we provide our guests. The
combination of Playa's premier beachfront luxury properties, our
exceptional resort staff's Service from the Heart, and
Hyatt's world-class brand and operational excellence has redefined
the all-inclusive experience for discerning travelers. We are
pleased that Playa's remarkable resorts will be in excellent hands
going forward, continuing to delight guests."
Timing and Approvals
The acquisition is anticipated to close later this year, subject
to Playa shareholder and regulatory approval as well as other
customary closing conditions.
PJT Partners LP is serving as financial advisor to Playa Hotels
& Resorts and Hogan Lovells and NautaDutilh N.V. are serving as
legal counsel.
About Playa Hotels & Resorts N.V.
Playa Hotels & Resorts N.V., through its subsidiaries
(NASDAQ: PLYA, "Playa"), is a leading owner, operator and developer
of all-inclusive resorts in prime beachfront locations in
Mexico, Jamaica and the Dominican Republic. Playa currently owns
and/or manages a total portfolio consisting of 24 resorts (8,627
rooms) under the following brands: Hyatt Zilara, Hyatt Ziva, Hilton All-Inclusive, Tapestry
Collection by Hilton, Wyndham Alltra, Seadust, Kimpton, Jewel
Resorts and The Luxury Collection. Playa leverages years of
all-inclusive resort operating expertise and relationships with
globally recognized hospitality brands to provide a best-in-class
experience and exceptional value to guests, while building a direct
relationship to improve customer acquisition cost and drive repeat
business. For more information, please visit
www.playaresorts.com.
For additional information visit investors.playaresorts.com.
Additional Information and Where to Find It
The tender offer for the outstanding ordinary shares of Playa
Hotels & Resorts N.V. ("Playa") referenced herein has not yet
commenced. This communication is not a recommendation, an offer to
purchase or a solicitation of an offer to sell ordinary shares of
Playa or any other securities. This communication may be deemed to
be solicitation material in respect of the EGM Proposals (defined
below). At the time the tender offer is commenced, Hyatt Hotels
Corporation ("Hyatt") will file with the Securities and Exchange
Commission (the "SEC") a Tender Offer Statement on Schedule TO, and
Playa will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. Playa also intends to file
with the SEC a proxy statement in connection with an extraordinary
general meeting of shareholders of Playa, at which the Playa
shareholders will vote on certain proposed resolutions (the "EGM
Proposals") in connection with the transactions referenced herein,
and will mail the definitive proxy statement and a proxy card to
each shareholder entitled to vote at the extraordinary general
meeting. SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 AND THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING)
WHEN SUCH DOCUMENTS BECOME AVAILABLE, AS THEY WILL CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF PLAYA'S SECURITIES SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
ORDINARY SHARES OR MAKING ANY VOTING DECISION. Shareholders can
obtain these documents when they are filed and become available
free of charge from the SEC's website at www.sec.gov. Copies of the
documents filed with the SEC by Hyatt will be available free of
charge on Hyatt's website, investors.hyatt.com, or by contacting
Hyatt's investor relations department at
investorrelations@hyatt.com. Copies of the documents filed with the
SEC by Playa will be available free of charge on Playa's website,
investors.playaresorts.com, or by contacting Playa's investor
relations department at ir@playaresorts.com. In addition, Playa
shareholders may obtain free copies of the tender offer materials
by contacting the information agent for the tender offer that will
be named in the Tender Offer Statement on Schedule TO.
Participants in the Solicitation
Playa, its directors and executive officers and other members of
its management and employees, as well as Hyatt and its directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from Playa's shareholders in connection
with the EGM Proposals. Information about Playa's directors and
executive officers and their ownership of Playa's ordinary shares
is set forth in the proxy statement for Playa's 2024 annual general
meeting of shareholders, which was filed with the SEC on
April 22, 2024. Information about
Hyatt's directors and executive officers is set forth in the proxy
statement for Hyatt's 2024 annual meeting of shareholders, which
was filed with the SEC on April 4,
2024. Shareholders may obtain additional information
regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the EGM Proposals,
including the interests of Playa's directors and executive officers
in the transaction, which may be different than those of Playa's
shareholders generally, by reading the proxy statement and other
relevant documents regarding the transaction which will be filed
with the SEC.
Forward-Looking Statements
This communication contains "forward-looking statements," as
defined by federal securities laws. Forward-looking statements
reflect Playa's current expectations and projections about future
events at the time, and thus involve uncertainty and risk. The
words "believe," "expect," "anticipate," "will," "could," "would,"
"should," "may," "plan," "estimate," "intend," "predict,"
"potential," "continue," and the negatives of these words and other
similar expressions generally identify forward looking statements.
Forward-looking statements include, without limitation, statements
regarding the proposed transaction, including the benefits of the
proposed transaction; filings and approvals relating to the
proposed transaction; the expected timing of the completion of the
proposed transaction; the ability to complete the proposed
transaction considering the various closing conditions; and the
accuracy of any assumptions underlying any of the foregoing. Such
forward-looking statements are subject to various risks and
uncertainties, including uncertainties as to the timing of the
tender offer and other proposed transactions; uncertainties as to
how many of Playa's shareholders will tender their shares in the
offer or approve the resolutions to be solicited at the
extraordinary general meeting of Playa's shareholders; the
possibility that various closing conditions for the proposed
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the proposed transaction; the occurrence of
any event, change or other circumstance that could give rise to the
termination of the purchase agreement with Hyatt; the effects of
the proposed transaction (or the announcement thereof) on
relationships with employees, customers, other business partners or
governmental entities; transaction costs; the risk that the
proposed transaction will divert management's attention from
Playa's ongoing business operations; changes in the Company's
businesses during the period between now and the closing; risks
associated with litigation; and other risks and uncertainties
detailed from time to time in documents Playa files with the SEC,
including those described under the section entitled "Risk Factors"
in Playa's Annual Report on Form 10-K, filed with the SEC
on February 22, 2024, as such factors may be updated from time
to time in Playa's periodic filings with the SEC, which are
accessible on the SEC's website at www.sec.gov. Accordingly,
there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as
exhaustive and should be read in conjunction with the other
cautionary statements that are included in this release and in
Playa's filings with the SEC. While forward-looking statements
reflect our good faith beliefs, they are not guarantees of future
performance. Playa disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in
underlying assumptions or factors, new information, data or
methods, future events or other changes after the date of this
communication, except as required by applicable law. You should not
place undue reliance on any forward-looking statements, which are
based only on information currently available to us (or to third
parties making the forward-looking statements).
For further information: Playa Hotels & Resorts N.V.,
Pedram Saif, SVP, IR & Strategy,
571-529-6014, ir@playaresorts.com
Media Contact:
Andrew Siegel / Tim Ragones / Charlotte
Burch
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
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SOURCE Playa Hotels & Resorts N.V.
