|TORONTO, Nov. 6, 2006 - 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."
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.
Four Seasons Hotels and Resorts
|Also See:||Kingdom Hotels International and Colony Capital Complete Acquisition of Fairmont; The Fairmont and Raffles' Portfolios Now Combined with 120 Hotels in 23 Countries, Headquartered in Toronto / May 2006|
|Kathleen Taylor Appointed President and Chief Operating Officer of Four Seasons Hotels Inc., Replacing the Retiring Wolf Hengst / July 2006|