Two Leading Independent Advisory Services Recommend Four Seasons Shareholders Vote to Approve Going Private Transaction
29 3월 2007 - 11:00PM
PR Newswire (US)
TORONTO, March 29 /PRNewswire-FirstCall/ -- Four Seasons Hotels
Inc. (TSX Symbol "FSH"; NYSE Symbol "FS") today announced that both
Institutional Shareholder Services of Canada (ISS Canada) and Glass
Lewis, each a leading independent voting advisory service, are
recommending that shareholders of Four Seasons vote in favour of
the plan of arrangement pursuant to which Four Seasons would be
acquired by a company owned by affiliates of Cascade Investments,
L.L.C. (an entity owned by William H. Gates III), Kingdom Hotels
International (a company owned by a trust created for the benefit
of His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz
Alsaud and his family) and Isadore Sharp. In concluding that the
transaction warrants shareholder support, ISS noted that: - The
acquisition consideration of US$82.00 per share represents a
significant premium and is payable all in cash. - There is a formal
valuation report and fairness opinion for the shares to be acquired
pursuant to the transaction. - The improved performance of Four
Seasons in the fourth quarter of 2006 is in line with the valuation
report prepared by Merrill Lynch Canada Inc., the independent
financial advisor to the Special Committee of the Board of
Directors of Four Seasons that considered and unanimously
recommended the transaction. - The treatment of options and other
arrangements with directors and officers in connection with the
transaction are normal for such a going private transaction. -
Market reaction to the transaction is positive. In recommending
that shareholders vote "For" the proposed transaction, Glass Lewis
observed that: "... the merger value per share falls at the high
end of the advisor's discounted cash flow valuation range of
between $68.00 and $88.00 per share for the Company's Limited
Voting Shares. In addition, the implied premium offered to
shareholders is in line with the comparable premiums paid in
similarly sized transactions and lodging transactions observed by
the advisor."(x) Glass Lewis concluded that: "... the proposed
transaction offers shareholders a fair valuation in exchange for
their shares...we believe this proposal warrants shareholder
approval."(x) (x) permission to use quotations was neither sought
nor obtained. Representatives of Cascade and Kingdom said that, "We
are pleased that ISS and Glass Lewis have confirmed our view, and
the conclusion of the Four Seasons board and Special Committee,
that our proposal is fair and warrants shareholder support. The
proposed transaction reflects our best and final offer and, in our
view, fully values the shares of Four Seasons." Four Seasons
special meeting of shareholders is scheduled to be held on April 5,
2007 at 10:00 a.m. (Toronto time) at the Four Seasons Hotel
Toronto, Tudor Room, 21 Avenue Road, Toronto, Ontario. Shareholders
are encouraged to vote and are urged to complete, sign and date the
proxy form and return it as soon as possible. To ensure that they
are counted, proxies should be submitted prior to 5:00 pm (Toronto
time) on April 3, 2007 using one of the methods described on the
form of proxy. Shareholders who have questions about the proposed
transaction or need assistance in submitting their proxy or voting
their shares should contact Four Seasons proxy solicitor,
Georgeson, toll-free at 1-866-568-7442. Banks and brokers can call
(212) 440-9800. Shareholders are advised to review the management
information circular in its entirety before making any voting
decision. Shareholders may obtain copies of the management
information circular from Georgeson and at http://www.sec.gov/ and
http://www.sedar.com/ and on the Company's website at
http://www.fourseasons.com/. DATASOURCE: Four Seasons Hotels and
Resorts CONTACT:
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