Update on Marriott International’s Acquisition of Starwood Hotels & Resorts
To ensure your continued awareness of the status of Marriott International’s acquisition of Starwood Hotels & Resorts, we wanted to provide a brief update.
Transaction Update
We are making good progress toward closing. The Securities and Exchange Commission (SEC) recently declared effective the S4, which Marriott and Starwood filed jointly in December. As of February 19, both companies have begun mailing proxies for separate stockholder meetings to approve the transaction. Both of these meetings have been set for March 28 at 10 a.m. ET (refer to the recent press release for details).
Additionally, as announced earlier today via press release, we have cleared the premerger antitrust review in the United States and Canada, thereby satisfying two of the closing conditions of the transaction. We continue to cooperate with competition authorities in other jurisdictions to obtain regulatory approvals for the transaction.
This progress supports our timeline and we remain on track to close by mid-2016.
Integration Update
Since announcing our intent to acquire Starwood in November, Peter Cole has been appointed Managing Director to oversee this integration. Peter has established a dedicated Integration Team to focus on the significant amount of work that this integration will require. This team, made up of representatives from across the company’s disciplines and continents, has been tasked with the successful planning and execution of the integration with Starwood. They will work collaboratively with the Starwood Integration Team as we move toward the completion of the transaction, and will remain in place for a period of time after that to focus on post-close integration execution. This team includes Michele Pajot and Adam Sherer from Owner & Franchise Services. Michele and Adam will be responsible for representing the needs and interests of our owners and franchisees during the integration. Aside from the dedicated Integration team, our teams at Marriott remain focused on their business-as-usual work.
As we continue on this planning path toward integration, we are committed to keeping you informed. Marriott and Starwood remain two independent companies and therefore, at this time, we are strategically planning for the future while the Integration Teams plan for the post-transaction close period. One of the key decisions made most recently is around the loyalty programs, which are a key topic of interest for consumers. We want to ensure we have time to evaluate and combine the two loyalty platforms appropriately and as a result, we have made the decision to run two separate and parallel loyalty programs through 2016. We will be seeking short-term opportunities for mutual benefits across the programs and will evaluate opportunities for further integration early next year. We will continue to share decisions and updates on other topics as they become available.
While the recent regulatory updates support our target close date, until the merger closes, Marriott and Starwood will continue to compete as two separate companies. As a reminder, we ask that you and your teams not actively engage with Starwood for any Marriott-related business or sales activities.
We appreciate your continued partnership and look forward to the many benefits our integration with Starwood Hotels & Resorts will bring to you, as well as to our guests and associates. Should you have any questions, please feel free to let us know.
No Offer of Solicitation
The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
The proposed transaction will be submitted to Marriott’s and Starwood’s stockholders for their consideration. In connection with the proposed transaction, Marriott will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Marriott and Starwood that will also constitute a prospectus of Marriott. Investors and security holders are urged to read the joint proxy statement and registration statements/prospectuses and any other relevant documents filed with the SEC when they become available, because they will contain important information. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents (when available) that Marriott and Starwood file with the SEC at the SEC’s website at www.sec.gov. In addition, these documents may be obtained from Marriott free of charge by directing a request to investorrelations@marriott.com, or from Starwood free of charge by directing a request to ir@starwoodhotels.com.
Participants in Solicitation
Marriott, Starwood, and certain of their respective directors and executive officers may be deemed to be participants in the proposed transaction under the rules of the SEC. Investors and security holders may obtain information regarding the names, affiliations and interests of Marriott’s directors and executive officers in Marriott’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 19, 2015, and its proxy statement for its 2015 Annual Meeting, which was filed with the SEC on April 7, 2015. Information regarding the names, affiliations and interests of Starwood’s directors and executive officers may be found in Starwood’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 25, 2015, and its definitive proxy statement for its 2015 Annual Meeting, which was filed with the SEC on April 17, 2015. These documents can be obtained free of charge from the sources listed above. Additional information regarding the interests of these individuals will also be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.
