BETHESDA, Md., October 25, 2011 – Marriott International, Inc.
(NYSE:MAR) announced today that its Board of Directors approved the
spin-off of its wholly owned subsidiary, Marriott Vacations Worldwide
Corporation, through the distribution of shares to holders of Marriott
International common stock. The Board of Directors also set the
distribution ratio, record date, and distribution date for the
spin-off.
Upon completion of the spin-off, Marriott International shareholders
will own all of the outstanding shares of Marriott Vacations Worldwide
common stock. Marriott Vacations Worldwide will be the exclusive
developer and manager of vacation ownership and related products under
the Marriott brand and the exclusive developer of vacation ownership
and related products under the Ritz-Carlton brand. Marriott
International will concentrate on its lodging management and franchise
business.
J.W. Marriott, Jr., chairman and chief executive officer of Marriott
International, said, “Our associates in our timeshare business have
built the industry’s most admired company, one that delivers the best
vacations in the world to more than 400,000 Owner families. As the
leading “pure-play” timeshare company, Marriott Vacations Worldwide
will have a singular focus on its core business with exclusive rights
to the Marriott and Ritz-Carlton brands in the timeshare industry. I
have a deep appreciation for what the Marriott Vacations Worldwide team
has achieved over the last 27 years, and confidence in great things yet
to come.”
The spin-off will be completed through a pro rata dividend of Marriott
Vacations Worldwide common stock on Monday, November 21, 2011 (the
“distribution date”) to Marriott International shareholders of record
as of the close of business of the New York Stock Exchange on Thursday,
November 10, 2011 (the “record date”). On the distribution date each
Marriott International shareholder will receive one share of Marriott
Vacations Worldwide common stock for every ten shares of Marriott
International Class A common stock held by such shareholder on the
record date. The distribution of these shares will be made in
book-entry form, which means that no physical share certificates will
be issued.
No fractional shares of Marriott Vacations Worldwide common stock will
be issued. Fractional shares of Marriott Vacations Worldwide stock to
which Marriott International shareholders of record would otherwise be
entitled will be aggregated and sold in the open market. The resulting
aggregate net proceeds of the sales will be distributed in a pro rata
manner as cash payments to those shareholders of record who would
otherwise have received fractional shares of Marriott Vacations
Worldwide common stock.
Marriott International has received a private letter ruling from the
Internal Revenue Service and an opinion of tax counsel confirming that
the distribution of shares of Marriott Vacations Worldwide common stock
will qualify as a tax-free distribution to Marriott International
shareholders. Cash received in lieu of fractional shares will, however,
be taxable. Marriott International shareholders should consult their
tax advisors with respect to U.S. federal, state, local and foreign tax
consequences of the Marriott Vacations Worldwide spin-off.
The distribution does not require shareholder approval, nor is any
shareholder action or payment necessary to receive shares through the
distribution of Marriott Vacations Worldwide common stock. Following
the spin-off, Marriott International’s Class A common stock will
continue to trade on the New York Stock Exchange (NYSE) under the
symbol “MAR.” Marriott Vacations Worldwide intends to have its common
stock listed on the NYSE under the symbol “VAC.” An Information
Statement containing details regarding the distribution of the Marriott
Vacations Worldwide common stock and its business and management
following the spin-off will be mailed to Marriott International
shareholders prior to the distribution date.
Marriott International shares will continue to trade “regular way” on
the NYSE under the symbol MAR through and after the November 21, 2011,
distribution date. Any holders of shares of Marriott International
common stock who sell Marriott International shares “regular way” on or
before November 21, 2011, will also be selling their right to receive
shares of Marriott Vacations Worldwide common stock. It is anticipated
that Marriott International shares will also trade ex-distribution
(that is, without the right to receive shares of Marriott Vacations
Worldwide common stock) on or about Tuesday, November 8, 2011, and
continue through the distribution date, under the symbol “MAR WI”.
Investors are encouraged to consult with their financial advisers
regarding the specific implications of buying or selling Marriott
International common stock on or before the distribution date.
A “when-issued” public trading market for Marriott Vacations Worldwide
common stock is expected to begin on or about November 8, 2011 on the
NYSE under the symbol “VAC WI” and will continue through the
distribution date. Marriott International also anticipates that
“regular way” trading of Marriott Vacations Worldwide common stock
under the symbol “VAC” will begin on Tuesday, November 22, 2011, the
first trading day following the distribution date. Before the spin-off,
Marriott International and Marriott Vacations Worldwide will enter into
a Separation and Distribution Agreement and various other agreements
related to the spin-off.
The distribution of Marriott Vacations Worldwide common stock is
subject to the satisfaction or waiver of certain conditions including
but not limited to the Registration Statement on Form 10 for Marriott
Vacations Worldwide common stock being declared effective by the U.S.
Securities and Exchange Commission, Marriott Vacations Worldwide common
stock being accepted for listing on the NYSE and the other conditions
described in the Information Statement included in the Form 10. The
condition relating to the authorization of the Marriott Vacations
Worldwide common stock for listing on the NYSE has been satisfied.
Marriott International and Marriott Vacations Worldwide expect that all
conditions to the spin-off will be satisfied on or before the
distribution date.
Marriott Vacations Worldwide will be based in Orlando, Florida, with
more than 60 resorts located in the U.S. and abroad serving more than
400,000 Owners and Members. Marriott International will remain
headquartered in Bethesda, Maryland, as a leading global lodging
company, with nearly 3,700 properties across 18 brands in more than 70
countries.
Marriott Vacations Worldwide management plans to make
presentations regarding the new company's business strategy,
competitive advantages and outlook at a conference for investors and
security analysts on Friday, October 28 from 8:30 a.m. to 12 noon,
Eastern Time. The conference will be webcast and can be accessed
through http://www.marriott.com/investor.
For more information about the Marriott Vacations Worldwide security
analyst meeting, please contact Marriott Investor Relations at
301.380.1379.
Visit Marriott International, Inc. (NYSE: MAR) for
company information. For more information or reservations, please visit
our web site at www.marriott.com,
and for the latest company news, visit www.marriottnewscenter.com.
Note on forward-looking statements: This press release
contains “forward-looking statements” within the meaning of federal
securities laws, including the timing of and benefits resulting from
the separation of Marriott International and Marriott Vacations
Worldwide, and similar statements concerning anticipated future events
and expectations that are not historical facts. We caution you that
these statements are not guarantees of future performance and are
subject to numerous risks and uncertainties, including changes in
market conditions; unanticipated developments that prevent, delay,
alter the terms of, or otherwise negatively affect the spin-off, and
other risk factors that Marriott Vacations Worldwide Corporation
identifies in its Form 10 registration statement or that we identify in
our most recent quarterly report on Form 10-Q. Any of these factors
could cause actual results to differ materially from the expectations
we express or imply in this press release. We make these
forward-looking statements as of October 25, 2011. We undertake no
obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.