Marriott International has reaffirmed its commitment to acquire Starwood Hotels & Resorts Worldwide. Marriott believes the combined company will offer stockholders significant equity upside and greater long term value driven by a larger global footprint, wider choice of brands for consumers, improved economics to owners and franchisees leading to accelerated global growth and continued strong returns It is confident that the previously announced merger agreement is the best course for both companies.
On March 11, 2016 Starwood notified Marriott that it had received an unsolicited indication of interest in purchasing Starwood from a consortium of potential investors, led by Anbang Insurance Group. Marriott notes that this unsolicited indication of interest is highly conditional and non-binding. Marriott granted Starwood a waiver to expedite its evaluation of the letter from the interested consortium.
Marriott will monitor this development as it and Starwood continue to work toward the closing of its transaction and the successful integration of the two companies in anticipation of votes by each company’s stockholders on March 28, 2016.
Starwood stated that its Board of Directors has not changed its recommendation in support of Starwood’s merger with Marriott. Starwood has said that its Board, in consultation with its legal and financial advisors, will carefully consider the outcome of its discussions with the consortium in order to determine the course of action that it determines is in the best interest of Starwood and its stockholders.
Marriott and Starwood previously announced that they had satisfied the closing conditions in the merger agreement relating to the antitrust and competition authorities in the United States (under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and Canada, and the companies remain confident about achieving the remaining regulatory approvals and believe the combination can be closed expeditiously. Marriott has scheduled its special meeting of stockholders for March 28, 2016 for approval of the Starwood merger. Marriott has sufficient cash resources to pay the cash portion of the merger consideration and there is no financing contingency in the merger agreement. Marriott expects that the Starwood merger will be completed by mid-year 2016.
Under the terms of the merger agreement, should Starwood terminate its agreement with Marriott because it decides to enter into another deal or should Starwood change or withdraw its recommendation to its stockholders to vote in favor of the Marriott merger (and in certain other circumstances), Starwood would be obligated to pay Marriott a $400 million termination fee in cash.