Starwood Hotels and Resorts Announces Details for Completion of Spin-off and Subsequent Merger of Its Vacation Ownership Business
Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) today announced that its Board of Directors has set a record date of March 28, 2016, for the proposed spin-off of its vacation ownership business, Vistana Signature Experiences, Inc. (“Vistana”).
Under the terms of the spin-off, Starwood will distribute all of its shares of Vistana to its stockholders of record as of the record date by means of a stock distribution. As previously announced, immediately following the spin-off, Vistana will merge with a wholly owned subsidiary of Interval Leisure Group, Inc. (“ILG”), as a result of which the shares of Vistana common stock previously distributed will automatically be cancelled and converted into the right to receive shares of ILG common stock. The distribution ratio is expected to be one share of Vistana common stock for each share of Starwood common stock. No fractional shares of ILG common stock will be issued in the merger and Starwood stockholders will receive cash in lieu of any fractional shares.
The spin-off and merger are expected to close on or around April 30, 2016, subject to the satisfaction of certain remaining conditions including, among other things, the approval by ILG stockholders at a special meeting (scheduled for April 20, 2016) of ILG’s issuance of stock in connection with the merger of Vistana with a wholly owned subsidiary of ILG.
Upon completion of the merger, Starwood stockholders will collectively own approximately 55% of the shares of the combined company on a fully-diluted basis, with existing shareholders of ILG collectively owning approximately 45% of the combined company on a fully-diluted basis. The exact exchange ratio will be determined at the time of the distribution.
No action is required by Starwood stockholders to receive their shares of ILG common stock in the merger. Holders of Starwood common stock will not be required to surrender their shares of Starwood common stock or pay for any shares of ILG common stock that they receive and will retain all of their shares of Starwood common stock and associated rights.
For questions relating to the ILG common stock, ILG stockholders may contact Computershare via phone at 1-800-522-6645, or online at www.computershare.com/investor
Two-Way Trading to Begin for Starwood Stock on the NYSE
Starwood has been advised by the New York Stock Exchange that beginning well prior to the closing of the merger and continuing through the business day immediately preceding the closing date of the merger (or continuing through the closing date if the merger closes after the close of trading in Starwood common stock and ILG common stock on theNYSE and Nasdaq, respectively, on the closing date), there will be two markets in Starwood common stock on the New York Stock Exchange: a “regular way” market and an “ex-distribution” market. During this period of two-way trading in Starwood common stock, a Starwood stockholder can also sell the right to his ILG common stock that he will receive in connection with the closing of the merger.
Outlined below are the trading options for Starwood stockholders that will be provided by the New York Stock Exchangewell prior to the closing of the merger.
If, during this period, a Starwood stockholder sells shares of Starwood common stock in the regular way market (under Starwood’s NYSE symbol, “HOT”), the stockholder will be selling both his shares of Starwood common stock and his right to receive shares of ILG common stock in connection with the spin-off and the merger.
If, during this period, a Starwood stockholder sells shares of Starwood common stock in the “ex-distribution” market (under the temporary NYSE symbol “HOT WI”), the Starwood stockholder will be selling only his shares of Starwood common stock and will be retaining his right to receive shares of ILG common stock in connection with the spin-off and the merger.
A Starwood stockholder also has the option of selling his right to shares of ILG common stock and to retain his shares of Starwood common stock. This option will be available under the temporary NASDAQ symbol “IILGV”.
Trades under the symbols “HOT WI” and “IILGV” will settle after the closing date of the merger. If the merger is not completed, all trades under these temporary symbols will be cancelled.
In all cases, investors are encouraged to consult with their financial advisors regarding the specific implications of selling shares of their Starwood common stock on or before the closing date of the merger.
Additional details of the spin-off of Vistana and the subsequent merger of Vistana with a wholly owned subsidiary of ILG may be found in ILG’s Form S-4, which also constitutes an information statement of Vistana and which has been filed as Exhibit 99.1 to Vistana’s Form 10, which is available at www.sec.gov.