STAMFORD, Conn. – The battle for Starwood appears to have been won by a consortium led by China’s Anbang Insurance Group.
The embattled hotel company announced today that it has received a revised proposal from the consortium, which also includes J.C. Flowers & Co. and Primavera Capital Limited, and that after determining it to be a “Superior Proposal”, Starwood’s Board intends to “terminate the Marriott merger agreement and enter into a definitive agreement with the Consortium.”
Under the terms of the proposal, the consortium would acquire all of the outstanding shares of Starwood’s common stock for US$78 per share in cash, an increase from the $76 per share proposal made by the Consortium on March 10. In addition to common stock from its vacation ownership business Vistana Signature Experiences and merger with Interval Leisure Group, the current value of the consortium’s proposal is $83.67 per share.
In contrast, under the merger agreement with Marriott, Starwood stockholders would receive 0.92 shares of Marriott International Inc., Class A common stock and $2.00 in cash for each share of Starwood common stock. Based on Marriott’s 20-day VWAP (volume weighted average price) ending March 17, the merger transaction has a current value of $65.33 per Starwood share, including the $2.00 cash per share consideration. Starwood stockholders will separately receive consideration from the spin-off of the Starwood timeshare business and subsequent merger with ILG of approximately $5.67 per Starwood share, bringing the current value of the merger to $71.00 per share.
On March 18, Starwood notified Marriott that it had received the binding proposal from the consortium and plans to terminate Marriott’s buyout agreement. However, Starwood is not permitted to terminate the Marriott agreement unless the Starwood Board has determined that the consortium’s offer continues to be a “Superior Proposal” until the end of Marriott’s negotiation period. Marriott has until 11:59 p.m. ET on March 28 to make revisions to the existing merger agreement. If Starwood declines a new offer from Marriott, it would have to pay Marriott a $400 million breakup fee.
In light of these recent events, Starwood is postponing its Special Meeting of Stockholders, which was scheduled to be held on March 28, to a later date once consulting with Marriott.