Four Seasons receives proposal at US$82.00 per share in cash
November 06 2006 - 6:30AM
PR Newswire (US)
-- Isadore Sharp, Kingdom Hotels International, and Cascade
Investment, L.L.C. Make Proposal to take Four Seasons Private in a
Transaction Valuing Four Seasons at US$3.7 Billion -- -- Under
Proposal, Isadore Sharp Would Remain Chairman and CEO -- -- Four
Seasons Board Establishes Special Committee -- TORONTO, Nov. 6
/PRNewswire-FirstCall/ -- Four Seasons Hotels Inc. (TSX Symbol
"FSH"; NYSE Symbol "FS") announced today that its Board of
Directors has received a proposal to pursue a transaction through
which Four Seasons would be taken private. The proposed transaction
values Four Seasons at US$3.7 billion. The proposal was received
from Isadore Sharp and Triples Holdings Limited (the controlling
shareholder of Four Seasons), together with Kingdom Hotels
International, a company owned by a trust created by His Royal
Highness Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud, and
Cascade Investment, L.L.C. (an entity owned by William H. Gates
III). Four Seasons has been advised that Mr. Sharp and Triples have
entered into an agreement with Kingdom and Cascade to propose a
transaction through which Kingdom and Cascade (either directly or
through affiliated entities) would acquire the outstanding Limited
Voting Shares of the Company for 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 and a 33.1% premium over the weighted average
closing price over the past six months. Triples, which is Mr.
Sharp's family holding company, would retain its investment in Four
Seasons. If the transaction is completed, Triples would hold
approximately 10% of the shares of Four Seasons (through a separate
class of special voting shares), with the balance of the shares of
the Company split equally between Kingdom and Cascade. Mr. Sharp
would remain as Chairman and Chief Executive Officer of Four
Seasons, continuing to direct all aspects of the day-to-day
operations and strategic direction of the Company, which will
remain headquartered in Toronto. If the transaction were completed,
Mr. Sharp would be entitled to realize proceeds related to a
long-term incentive agreement that was put in place in 1989. The
total value of the proceeds that would be paid to Mr. Sharp under
the incentive arrangement is estimated to be approximately US$288
million (based on a transaction price per Limited Voting Share of
US$82.00, and assuming an aggregate of 41.1 million Limited Voting
Shares and Variable Multiple Voting Shares were outstanding at the
time of completion of the transaction). The transaction would be
subject to shareholder and regulatory approvals and other
conditions usual for a transaction of this type. The Board of
Directors of Four Seasons has established a special committee of
independent directors that will consider the proposed transaction
and make recommendations to the Board, as well as supervise the
preparation of a formal valuation in connection with the proposed
transaction. The special committee will be chaired by Ronald W.
Osborne, who will be joined by William Anderson and Brent Belzberg.
The Board cautions shareholders and others considering trading in
securities of the Company that it has only received the proposal,
and no decisions have been made by the Board of Directors with
respect to the Company's response to the proposal. The proposal is
non-binding, and there can be no assurance that the transaction
contemplated by the proposal, or any other transaction, will be
completed. "I am delighted, together with these exceptional
investors, to have found 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. "Having given this proposal very careful
consideration, this transaction, with these investors, is the only
one I am prepared to pursue." (x) (x) (x) We will hold a conference
call today at 8:30 a.m. (Eastern Standard Time) to discuss this
announcement. The details are: To access the call dial:
1-888-261-6460 (U.S.A. and Canada) 1-706-679-4168 (outside U.S.A.
and Canada) To access a replay of the call, which will be available
for one week after the call, dial: 1 (416) 626-4100 or 1 (800)
558-5253, Reservation Number 21309317. A live web cast of the call
will also be available by visiting
http://www.fourseasons.com/investor. This web cast will be archived
for no more than one month following the call. 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 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: John Davison, Chief Financial
Officer, (416) 441-6714; Barbara Henderson, Senior Vice President,
Corporate Finance, (416) 441-4408
Copyright