for about $2.8 billion Including Debt Assumption
VANCOUVER and NEW YORK, Aug 11, 2006 - Intrawest Corporation ("Intrawest" or "the company") (IDR:NYSE; ITW:TSX) and Fortress Investment Group LLC ("Fortress") announced today that they have entered into a definitive agreement under which funds managed by affiliates of Fortress will acquire all of Intrawest's outstanding common shares at a price of $35.00 per share payable in cash. The total value of the transaction, including the existing debt of Intrawest, is approximately $2.8 billion.
Fortress is a global investment and asset management firm with approximately $23 billion in equity capital under management.
This all-cash transaction for 100 per cent of the company's shares represents a 20 per cent premium over Intrawest's closing price on February 27, 2006, the last trading day before the company announced its intention to review its strategic options, and a 32 per cent premium over the closing price prior to the announcement of the offer.
"Following a thorough review of all strategic options to maximize value for Intrawest's shareholders, which included the appointment of a Special Committee of Directors to oversee the process, the Board of Directors of Intrawest has determined that the transaction with Fortress is the best alternative for the shareholders and is in the best interests of the company," said Gordon MacDougall, lead director of Intrawest Corporation. "The Intrawest Board has unanimously recommended that the shareholders of Intrawest approve the transaction."
In deciding to recommend the transaction to the Intrawest shareholders, the Board of Directors considered a number of factors and received an opinion from the company's financial advisors, Goldman, Sachs & Co. to the effect, and subject to the assumptions and conditions set forth in such opinion, that the consideration to be received for the common shares of the company is fair, from a financial point of view, to the Intrawest shareholders. Capital West Partners provided additional advice to the company, the Board of Directors and the Special Committee.
"I am pleased with the result of our review of strategic alternatives that was announced on February 28, 2006," said Joe Houssian, chairman and chief executive officer of Intrawest Corporation. "Over the past five months, we have thoroughly analyzed the financial and strategic options for the company and believe that the value inherent in this transaction is in the best interests of all of our shareholders. Fortress was attracted by our assets, people, business strategies and loyal customer base and is able to support Intrawest becoming a global leader across all of our businesses."
"Fortress has a disciplined strategy of acquiring asset-based businesses with high quality platforms and Intrawest is truly unique in this regard," said Wesley R. Edens, principal and chairman of the management committee of Fortress Investment Group LLC. "We have a great opportunity to continue Intrawest's evolution into a leading global leisure player and look forward to working with its management team, employees and partners."
The transaction will be carried out by way of a statutory plan of arrangement and must be approved by the applicable court and by 66 2/3 per cent of the votes cast by holders of Intrawest shares. Closing is also subject to customary conditions of closing, including regulatory approvals. The closing of the transaction is not subject to any financing condition. The proposed transaction is expected to close in October 2006, shortly after receipt of shareholder and court approvals.
Further information regarding the proposed transaction will be contained in an information circular which Intrawest will mail to the holders of common shares in connection with the special meeting of shareholders to be held to approve the transaction. It is expected that the materials will be mailed in September 2006 for a meeting anticipated to be held in October 2006.
Goldman, Sachs & Co. acted as financial advisor and McCarthy Tetrault acted as legal advisor to Intrawest Corporation. Farris, Vaughan, Wills & Murphy LLP provided legal advice to the Special Committee. Lehman Brothers Inc. acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Goodmans LLP acted as legal advisors to Fortress. Lehman Brothers, Deutsche Bank and Bear Stearns provided a debt financing commitment for this acquisition.
Intrawest Corporation (IDR:NYSE; ITW:TSX) is a world leader in destination resorts and adventure travel. The company has interests in 10 resorts at North America's most popular mountain destinations, including Whistler Blackcomb, a host venue for the 2010 Winter Olympic and Paralympic Games. Intrawest owns Canadian Mountain Holidays, the largest heli-skiing operation in the world, and an interest in Abercrombie & Kent, the world leader in luxury adventure travel. The Intrawest network also includes Sandestin Golf and Beach Resort in Florida and Club Intrawest - a private resort club with nine locations throughout North America. Intrawest develops real estate at its resorts and at other locations across North America and in Europe. Intrawest is headquartered in Vancouver, British Columbia. For more information, visit www.intrawest.com.
Fortress Investment Group LLC is a global investment and asset management firm founded in 1998 with approximately $23 billion in equity capital under management. Fortress is headquartered in New York, and its affiliates have offices in Dallas, Frankfurt, Geneva, Hong Kong, London, Rome, San Diego, Sydney and Toronto.
Statements contained in this release that are not historical facts are forward-looking statements that involve risks and uncertainties.
|Also See:||Intrawest sells the Majority of its Real Estate at the Town of Mammoth Lakes, California to Barry Sternlicht's Starwood Capital for a $60 million Pre-tax Profit / March 2006|
|CNL Income Properties, Inc. to Purchase for $160 million an 80% Interest in Nine Resort Villages Owned by Intrawest Corporation / August 2004|