HONG KONG, Dec. 20, 2009 - Shanghai Jin Jiang International Hotels
(Group) Company Limited ("Jin Jiang Hotels"; together with its subsidiaries,
the "Group"; SEHK stock code: 02006), a leading hotel operator and manager
in China, is pleased to announce today that the joint venture, named Hotel
Acquisition Company, LLC ("HAC"), which is set up by Jin Jiang Hotels and
an investment fund sponsored by a US-based real estate investment firm
Thayer Lodging Group ("Thayer"), has entered into a Merger Agreement ("Agreement")
with Interstate Hotels & Resorts Inc. ("NYSE : IHR") and Interstate
Operating Company, L.P. (Collectively, "Interstate"), to merge Interstate
and to turn them into wholly owned subsidiaries of HAC. Interstate is the
US's largest independent hotel management company and a leading hotel real
estate investor. The move is set to propel Jin Jiang Hotels to the international
stage and to cement its industry leading status.
Under the terms of the Agreement, HAC will acquire all outstanding common
stock and operating partnership units in Interstate. The acquisition is
to be made at a price of US$2.25 per share in cash and involves assumption
of all the outstanding debt of Interstate subject to certain paydowns.
Upon the effective time of the merger, HAC shall pay approximately USD75.30
million to hold all equity interests in Interstate. The transaction is
valued at approximately US$307 million. The merger is expected to close
in the first quarter of 2010, pending Interstate's shareholder approval
and satisfaction or waiver of other customary closing conditions. Jin Jiang
Hotels has obtained the necessary and required approvals from relevant
PRC Government bodies.
Renowned in the hotel industry, Interstate has a management portfolio
of 232 hospitality properties with more than 46,000 rooms in 37 states
in US, the District of Columbia, Russia, India, Mexico, Belgium, Canada,
Ireland and England. The company has ownership interests in 56 of those
properties, including six wholly owned assets.
Interstate Hotels & Resorts Press Release
ARLINGTON, Va., December 18, 2009—Interstate Hotels & Resorts (NYSE:
IHR), a leading hotel real estate investor and the nation’s largest independent
hotel management company, today announced that it has signed a definitive
merger agreement to be acquired by Hotel Acquisition Company, LLC, a 50/50
joint venture between subsidiaries of Thayer Hotel Investors V-A LP, a
private equity fund sponsored by Thayer Lodging Group, and Shanghai Jin
Jiang International Hotels (Group) Company Limited (“Jin Jiang Hotels”)
in a transaction valued at approximately $307 million. Under the
agreement, Hotel Acquisition Company, LLC would acquire all of the outstanding
common stock and operating partnership units of Interstate for $2.25 per
share in an all cash transaction. The price represents a premium
of 77 percent over yesterday’s closing stock price. Interstate’s
lenders have approved the transaction subject to certain pay downs at closing
on its senior credit facility and on one of its non-recourse mortgage loans.
The transaction is not contingent upon obtaining any additional financing.
Interstate’s board of directors has unanimously approved the merger
agreement and has recommended approval of the transaction by Interstate’s
stockholders. Stockholders will be asked to vote on the proposed
transaction at a special meeting that will be held on a date to be announced.
The merger is expected to close in the first quarter of 2010, pending stockholder
approval and satisfaction or waiver of other customary closing conditions.
“Our priority, as always, is to maximize shareholder value,” said Thomas
F. Hewitt, Interstate’s chairman and chief executive officer. “This
is a very compelling offer at a significant premium. The hotel industry
remains in deep recession, and we believe this transaction offers the highest
and best value to our shareholders.”
Commenting on the joint venture partnership and the acquisition of Interstate,
Leland C. Pillsbury, Thayer's co-chairman, said: "Interstate offers a unique
platform with in-depth industry expertise, international operations, and
scope of experience gained over 50 years, along with a stellar reputation
as a first-rate operator." Frederic V. Malek, Thayer's co-chairman, added:
"We look forward to working with Interstate's management team and associates,
their owners and partners as we build on the company's impressive legacy
Mr. Yu Minliang, Chairman of Jin Jiang Hotels, said: "Interstate has
a global reputation as a world-class, independent hotel operator. This
acquisition significantly accelerates our ability to expand internationally,
giving us immediate access to a worldwide platform. We also expect to mutually
benefit from our global relationships in the hospitality industry, making
Jin Jiang and Interstate stronger."
UBS Investment Bank served as financial advisor to Jin Jiang Hotels
and BofA Merrill Lynch served as financial advisor to Thayer. Baker &
McKenzie LLP served as Jin Jiang Hotel's legal advisor and Hogan &
Hartson LLP served as Thayer's legal advisor.
About Jin Jiang Hotels
Shanghai Jin Jiang International Hotels (Group) Company Limited is
one of the leading hotel operators and managers inChina. The Group is licensed
to use the well-regarded "Jin Jiang" and "Jin Jiang Inn" brands. As at
30 June 2009, the Group operated and had under development 493 hotels including
star- rated hotels and Jin Jiang Inn budget hotels, providing close to
82,700 rooms in aggregate. With a solid home base in Shanghai and Beijing,
the Group has also successfully spanned its hotel network across 124 cities
and towns in 31 provinces, autonomous regions and municipalities throughout
the PRC. In June 2009, the Group was ranked the 13th in the world in terms
of number of rooms according to HOTELS Magazine, the official publication
of the International Hotel & Restaurant Association. For more information
about Jin Jiang Hotels, visit the company's website: http://www.jinjianghotels.com.cn
|Jin Jiang International Holdings Co., Ltd. – An Overview
A leading tourism conglomerate in China, Jin Jiang International Holdings
Co., Ltd. has hotel operation and management, catering, travel and transport
as its main businesses. Headquartered in Shanghai, the company has 6 divisions
specializing in hotels, transport, travel, realty, trade, finance, with
a registered capital of RMB 2 billion and total assets in the vicinity
of RMB 16.8 billion.
A nationally famous trademark, "Jin Jiang" is listed 40th among the
top 500 valuable brands in China and ranked 4th in Shanghai. The company
owns or manages more than 460 hotels and Inns with nearly 80,000 rooms/suites
and is ranked 17th among the world's top 300 hotel companies. Jin Jiang
Hotels is the largest Asian owned hotel company.
Jin Jiang has five international travel companies and 7,000 taxis, limousines
and coaches at its disposal, making it the leader in Shanghai in terms
of tourist handling capacity.
Jin Jiang International Holdings Co., Ltd. is also involved in the investment
and management of some of China and the world's best-known corporations
such as METRO, KFC, Cafe de Coral and Yoshinoya.
It owns a majority share in 3 listed companies, namely:
Jin Jiang International Hotel Development Co., Ltd.
In addition, Jin Jiang International Holdings has in recent times developed
the following enterprises in cooperation with international partners:
Jin Jiang International Travel Co., Ltd.
Jin Jiang International Investment Co., Ltd.
Jin Jiang HRG China
Regarding further development, the company's strategic plan is to redouble
its efforts in the next 3 to 5 years and become China's largest and best
organization in the fields of hotel operation and management, food and
beverage services, tourism and transport.
Les Roches Jin Jiang International Hotel Management College
JTB Jin Jiang International Event & Convention Co., LTD. Shanghai
Thayer Jin Jiang Interactive Co., LTD.
Another of the company's goals is to be ranked among the top 20 hotel
groups in the world, establishing itself as the Asia-Pacific region's outstanding
international hotel management group & hotel management institute.
It is this expanded focus on becoming a truly world-class organisation
that has prompted Jin Jiang International to adopt as its motto:
Thayer Lodging Group is a sponsor of real estate investment funds with
a track record in the top 5% of all fund sponsors for the past 19 years.
Its clients include a select group of large, international institutional
investors, the majority of which have been investors with Thayer for most
of its 19-year history. The company is a value-add investor that works
with major lodging brands to acquire and reposition hotels. Thayer sold
US$1.7 billion of hotels and resorts, which represented 85% of its real
estate portfolio in 2006-2007, and retained a small group of 15 properties,
which have been recently renovated and repositioned. It recently announced
the closing of its fifth investment fund, Thayer Hotel Investors V LP,
and its parallel fund, V-A LP, together totaling US$280 million. Additionally,
Thayer Lodging Group recently placed another US$100 millionunder management
in a separate vehicle. More information about the company can be found
on its website:http://www.thayerlodging.com .
Interstate Hotels & Resorts, Inc. and its affiliates manages and/or
has ownership interests in a total of 232 hospitality properties with more
than 46,000 rooms in 37 states, the District of Columbia, Russia, India,
Mexico, Belgium, Canada,Ireland and England. The company has ownership
interests in 56 of those properties, including six wholly owned assets.
For more information about Interstate Hotels & Resorts, visit the company's
website: http://www.ihrco.com .