John Q. Hammons Hotels, Inc.
Combined Companies Will Have about 190 Hotels under Management and
Be Renamed Barcelo Hammons Hotels and Resorts, Inc.
MCLEAN, Va., Oct. 18, 2004 - Barcelo Crestline Corporation, the parent company of Crestline Hotels & Resorts, Inc. and one of the leading hotel management and leasing companies in North America, announced today that it has submitted a proposal to acquire all shares of Class A Common Stock of John Q. Hammons Hotels, Inc. (Amex: JQH) for $13.00 in cash per Class A share. The proposal was made to John Q. Hammons Hotels, Inc. Board of Directors and represents a premium of approximately 15% over Friday's closing market price of $11.31 and 32% over the average price of John Q. Hammons Hotels, Inc. shares over the past six months of $9.86.
Barcelo Crestline Corporation also announced that it has entered into an agreement with majority shareholder, John Q. Hammons, in which Mr. Hammons agreed to support the proposed acquisition and will participate in the acquiring company by exchanging all of his other equity interests in John Q. Hammons Hotels, L.P. and John Q. Hammons Hotels, Inc. for preferred equity in the acquiring company. Mr. Hammons and his affiliates own 76% of the combined equity interests in John Q. Hammons Hotels, Inc. and John Q. Hammons Hotels, L.P. and 77% of the voting power in John Q. Hammons Hotels, Inc. Deutsche Bank Securities, Inc. advised Barcelo Crestline in the transaction.
Bruce Wardinski, President and CEO of Barcelo Crestline stated, "Our business plan has been, and continues to be, to look for ways to grow our organization and infrastructure to create value for our owners and partners." Upon completion of this proposed merger, Barcelo Crestline Corporation plans to combine the John Q. Hammons Hotels, Inc. hotel management business with its own management business, resulting in approximately 190 hotels under management and lease in the United States. The combined management entities of Crestline Hotels and Resorts, Inc. and John Q. Hammons Hotels, Inc. will be renamed Barcelo Hammons Hotels and Resorts, Inc. The new structure, along with the international hospitality component of Barcelo Crestline's parent company, Barcelo Hotels & Resorts of Spain, will result in significant global positioning for all involved. "With a 46-year career in the lodging business, and a great reputation for excellence, Mr. John Q. Hammons is one of the most highly respected hotel industry legends. I am enthusiastically looking forward to a great partnership with him as we move forward," added Mr. Wardinski.
Mr. Hammons noted, "Barcelo Crestline Corporation is a fine organization with excellent management and knowledgeable, international ownership. Over the years, John Q. Hammons Hotels, Inc. has built an outstanding portfolio of hospitality properties and established a very strong market presence. Significant value has been created for our shareholders." Mr. Hammons added, "We are pleased that this transaction will allow John Q. Hammons Hotels and Resorts to privately continue development of its hotel and resort portfolio across the United States." John Q. Hammons Hotels and Resorts, a privately owned company, currently owns a portfolio of 27 hotels and resorts operating and under construction in 17 states.
Barcelo Crestline Corporation expects the Board of Directors of John Q. Hammons Hotels, Inc. to form a special committee of independent directors to consider the proposal with the assistance of outside financial and legal advisors and to negotiate the proposal with Barcelo Crestline Corporation. Directors of John Q. Hammons Hotels, Inc. affiliated with Mr. Hammons will not participate in the evaluation of the proposal.
If negotiations with the special committee are successful, Barcelo Crestline Corporation expects to file appropriate materials with the Securities and Exchange Commission and mail such materials to John Q. Hammons Hotels, Inc. shareholders. Barcelo Crestline Corporation currently contemplates the transaction would be implemented through a cash merger that would be completed in early January 2005.
The proposal is subject to due diligence, negotiation and execution of mutually satisfactory definitive agreements, and other customary conditions.
John Q. Hammons Hotels, Inc. shareholders and other interested parties are urged to read the relevant documents filed with the SEC when they become available because they will contain important information. John Q. Hammons Hotels, Inc. shareholders will be able to obtain such documents, free of charge, at the SEC's web site: www.sec.gov or from John Q. Hammons Hotels, Inc. at 300 John Q. Hammons Parkway, Suite 900, Springfield, MO 65806.
About Barcelo Crestline Corporation
Barcelo Crestline Corporation is a hotel management and opportunistic real estate company. Barcelo Crestline was formed in June 2002 with the acquisition of Crestline Capital Corporation by Barcelo Hotels & Resorts (Barcelo) of Spain. Crestline Capital Corporation was spun-off from Host Marriott Corporation, a public company, on December 29, 1998 when Host Marriott converted to a Real Estate Investment Trust (REIT). The company, along with its wholly owned subsidiary Crestline Hotels & Resorts, manages and leases over 125 hotels, resorts, conference and convention centers throughout the United States. Crestline manages quality properties independently and under such well-regarded brands as Marriott, Hilton, Renaissance, Crowne Plaza, Holiday Inn, Hilton Garden Inn, Courtyard by Marriott, Residence Inn, Staybridge Suites, and Radisson.
About John Q. Hammons Hotels, Inc.
John Q. Hammons Hotels, Inc. is a leading independent owner and manager of affordable upscale, full service hotels located primarily in key secondary markets. The company owns 46 hotels located in 20 states, containing 11,370 guest rooms or suites, and manages 14 additional hotels located in seven states containing 3,158 guest rooms or suites. The majority of these 60 hotels operate under the Embassy Suites, Holiday Inn and Marriott trade names. Most of the hotels are located near a state capitol, university, convention center, corporate headquarters, office park or other stable demand generator.
About Barcelo Hotels & Resorts
Barcelo is one of the world's largest hospitality and travel management companies and is based in Palma de Mallorca, Spain. The company is 100% owned by the Barcelo family and has been run by three generations of family members. Barcelo and its affiliates own, manage and lease hotels in 16 countries across 4 continents.
Certain matters discussed herein are forward-looking statements within the meaning of the Private Litigation Reform Act of 1995.
Barcelo Crestline Corporation
John Q. Hammons Hotels, Inc.
About Barcelo Hotels & Resorts
|Also See:||Crestline Capital Corporation to be Acquired by Barcelo Hotels for about $601.8 million / March 2002|
|Crestline Capital, Bedrock Partners Form Joint Venture to Acquire, Manage $250 million of Hotels / June 2000|