ORLANDO and MIAMI, Fla., Aug. 28,
2018 /PRNewswire/ -- Marriott Vacations Worldwide
Corporation (NYSE: VAC) and ILG, Inc. (NASDAQ: ILG) today announced
that at separate special stockholder meetings the stockholders of
both companies approved proposals relating to Marriott Vacations
Worldwide's acquisition of ILG. Holders of over 99 percent of
Marriott Vacations Worldwide shares present and voting at the meeting voted in
favor of a proposal to issue shares of Marriott Vacations Worldwide
common stock in connection with the transaction, and holders of
over 99 percent of ILG shares present and
voting at the meeting voted in favor of a proposal to
approve the transaction.
"We are very pleased to see the support from our shareholders
today, as they overwhelmingly approved our acquisition of ILG,"
said Stephen P. Weisz, president and
chief executive officer of Marriott Vacations Worldwide. "We
look forward to closing on the transaction at the end of this week
and creating tremendous value for our shareholders."
Craig M. Nash, ILG's chairman,
president and chief executive officer, said, "The strong
endorsement of our stockholders reaffirms our belief that this
combination provides them with immediate and compelling cash value
and the opportunity to meaningfully participate in the long-term
growth potential of the combined company."
At closing, ILG stockholders will receive 0.165 shares of
Marriott Vacations Worldwide common stock plus $14.75 in cash for each share of ILG common
stock.
As previously announced, the parties have completed the
pre-merger antitrust review in the United
States and Mexico.
Completion of the transaction is expected to occur at
12:02 a.m., ET, on September 1, 2018, pending the satisfaction of
other customary closing conditions.
Advisors
Moelis and Goldman Sachs are serving as
financial advisors to ILG and JP Morgan is serving as financial
advisor to Marriott Vacations Worldwide. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is serving as legal counsel to ILG and
Kirkland & Ellis LLP is serving as legal counsel to Marriott
Vacations Worldwide on the transaction.
About Marriott Vacations Worldwide
Corporation
Marriott Vacations Worldwide Corporation is a
leading global pure-play vacation ownership company, offering a
diverse portfolio of quality products, programs and management
expertise with over 65 resorts. Its brands include Marriott
Vacation Club, The Ritz-Carlton Destination Club and
Grand Residences by Marriott. Since entering the industry in
1984 as part of Marriott International, Inc., the company
earned its position as a leader and innovator in vacation ownership
products. The company preserves high standards of excellence in
serving its customers, investors and associates while maintaining a
long-term relationship with Marriott International. For more
information, please visit www.marriottvacationsworldwide.com.
About ILG
ILG is a leading provider of professionally
delivered vacation experiences and the exclusive global licensee
for the Hyatt®, Sheraton®, and Westin® brands in vacation
ownership. The company offers its owners, members, and guests
access to an array of benefits and services, as well as world-class
destinations through its international portfolio of resorts and
clubs. ILG's operating businesses include Aqua-Aston Hospitality,
Hyatt Vacation Ownership, Interval International, Trading Places
International, Vacation Resorts International, VRI Europe, and
Vistana Signature Experiences. Through its subsidiaries, ILG
independently owns and manages the Hyatt Residence Club program and
uses the Hyatt Vacation Ownership name and other Hyatt marks under
license from affiliates of Hyatt Hotels Corporation. In addition,
ILG's Vistana Signature Experiences, Inc. is the exclusive provider
of vacation ownership for the Sheraton and Westin brands and uses
related trademarks under license from Starwood Hotels & Resorts
Worldwide, LLC. Headquartered in Miami,
Florida, ILG has offices in 15 countries and more than
10,000 associates. For more information, visit www.ilg.com.
Cautionary Statement Regarding Forward-Looking
Statements
Information included or incorporated by reference in this
communication, and information which may be contained in other
filings with the Securities and Exchange Commission (the "SEC") and
press releases or other public statements, contains or may contain
"forward-looking" statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995 or by the SEC in
its rules, regulations and releases. These forward-looking
statements include, among other things, statements of plans,
objectives, expectations (financial or otherwise) or
intentions.
Forward-looking statements are any statements other than
statements of historical fact, including statements regarding
Marriott Vacations Worldwide and ILG's expectations, beliefs,
hopes, intentions or strategies regarding the future. Among other
things, these forward-looking statements may include statements
regarding the proposed combination of Marriott Vacations Worldwide
and ILG; our beliefs relating to value creation as a result of a
potential combination of Marriott Vacations Worldwide and ILG; the
expected timetable for completing the transactions; benefits and
synergies of the transactions; future opportunities for the
combined company; and any other statements regarding Marriott
Vacations Worldwide's and ILG's future beliefs, expectations,
plans, intentions, financial condition or performance. In some
cases, forward-looking statements can be identified by the use of
words such as "may," "will," "expects," "should," "believes,"
"plans," "anticipates," "estimates," "predicts," "potential,"
"continue," or other words of similar meaning.
Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those discussed in, or implied by, the forward-looking
statements. Factors that might cause such a difference include, but
are not limited to, general economic conditions, our financial and
business prospects, our capital requirements, our financing
prospects, our relationships with associates and labor unions, our
ability to consummate potential acquisitions or dispositions, our
relationships with the holders of licensed marks, and those
additional factors disclosed as risks in other reports filed by us
with the SEC, including those described in Part I of the Marriott
Vacations Worldwide's most recently filed Annual Report
on Form 10-K and subsequent reports
on Forms 10-Q and 8-K as well as in
ILG's most recently filed Annual Report
on Form 10-K and subsequent reports
on Forms 10-Q and 8-K and in the
joint proxy statement/prospectus included in the registration
statement on Form S-4 filed by Marriott
Vacations Worldwide with the SEC, and any amendments thereto.
Other risks and uncertainties include the timing and likelihood
of completion of the proposed transactions between Marriott
Vacations Worldwide and ILG; the possibility that the expected
synergies and value creation from the proposed transactions will
not be realized or will not be realized within the expected time
period; the risk that the businesses of Marriott Vacations
Worldwide and ILG will not be integrated successfully; the
potential impact of disruption from the proposed transactions
making it more difficult to maintain business and operational
relationships; the risk that unexpected costs will be incurred; the
ability to retain key personnel; the availability of financing; the
possibility that the proposed transactions do not close; as well as
more specific risks and uncertainties. You should carefully
consider these and other relevant factors, including those risk
factors in this communication and other risks and uncertainties
that affect the businesses of Marriott Vacations Worldwide and ILG
described in their respective filings with the SEC, when reviewing
any forward-looking statement. These factors are noted for
investors as permitted under the Private Securities Litigation
Reform Act of 1995. We caution readers that any such statements are
based on currently available operational, financial and competitive
information, and they should not place undue reliance on these
forward-looking statements, which reflect management's opinion only
as of the date on which they were made. Except as required by law,
we disclaim any obligation to review or update these
forward-looking statements to reflect events or circumstances as
they occur.
Important Information and Where to Find It
In connection with the proposed transaction, on July 19,
2018, Marriott Vacations Worldwide filed with the SEC an amendment
to the registration statement on Form S-4 that
included a joint proxy statement/prospectus for the stockholders of
Marriott Vacations Worldwide and ILG and was filed with the SEC on
June 6, 2018. The registration statement was declared
effective by the SEC on July 23, 2018. Marriott Vacations
Worldwide and ILG mailed the definitive joint proxy
statement/prospectus to their respective stockholders on or about
July 25, 2018. On August 28,
2018, at their respective special meetings, Marriott
Vacations Worldwide's stockholders approved the issuance of
Marriott Vacations Worldwide common stock in connection with the
transactions contemplated by the Merger Agreement, and ILG
stockholders approved the transactions contemplated by the Merger
Agreement. This communication is not intended to be, and is not, a
substitute for such filings or for any other document that Marriott
Vacations Worldwide or ILG may file with the SEC in connection with
the proposed transaction. SECURITY HOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT
PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The registration
statement, the joint proxy statement/prospectus and other relevant
materials and any other documents filed or furnished by Marriott
Vacations Worldwide or ILG with the SEC may be obtained free of
charge at the SEC's web site at www.sec.gov. In addition,
security holders can obtain free copies of the registration
statement and the joint proxy statement/prospectus from Marriott
Vacations Worldwide by going to its investor relations page on
its corporate web site at www.marriottvacationsworldwide.com and
from ILG by going to its investor relations page on its
corporate web site at www.ilg.com.
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SOURCE Marriott Vacations Worldwide
