Marriott Lifts Consideration To $21.00/shr; Starwood Board Recommends Merger

(RTTNews) - Marriott International, Inc. (MAR) and Starwood Hotels & Resorts Worldwide, Inc. (HOT) announced the companies have signed an amendment to their definitive merger agreement. Under the amended deal, Starwood shareholders will receive $21.00 in cash and 0.80 shares of Marriott International, Inc. Class A common stock for each share of Starwood Hotels & Resorts Worldwide, Inc. common stock.

Excluding the timeshare business, the transaction values Starwood at approximately $13.6 billion or $79.53 per share, consisting of $10.0 billion of Marriott International stock, and $3.6 billion of cash, based on approximately 170 million outstanding Starwood shares. In addition, Starwood stockholders are expected to receive separate consideration in the form of Interval Leisure Group common stock from the spin-off of the Starwood timeshare business and subsequent merger with ILG, currently valued at $5.83 per Starwood share. The amended agreement and the ILG transaction have a combined current value of $85.36 per share of Starwood common stock.

In connection with the amended merger agreement, Starwood's Board has determined that the proposal announced by the Consortium led by Anbang Insurance Group no longer constitutes a superior proposal. under the merger agreement, Starwood is no longer permitted to engage in discussions or negotiations with the Consortium. Starwood's Board unanimously recommended the amended merger agreement with Marriott to Starwood's stockholders.

Starwood shareholders will own approximately 34 percent of the combined company's common stock after completion of the merger. The companies continue to expect the transaction to close in mid-2016. Marriott expects the transaction to be roughly neutral to adjusted earnings per share in 2017 and 2018.