Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) announced today that it has extended the period of time during which its offer to purchase all the limited partnership units of Westin Hotels Limited Partnership, the owner of the Michigan Avenue Hotel, and related consent solicitation will remain open until 5:00 p.m., Eastern time, on February 20, 2004, unless further extended (“Expiration Date”). Starwood stated that it is extending the offer and consent period because many unitholders have only recently received the supplement, dated January 30, 2004, describing the terms and conditions of Starwood’s increased offer of $735 per unit. Starwood said that many unitholders have indicated that they intend to tender their units to Starwood and consent to Starwood’s proposals but need additional time to complete the necessary documentation and send it to Starwood.
Starwood has offered to purchase all the units for a purchase price of $735 per unit in cash, less the amount of any cash distributions made or declared with respect to the units on or after January 1, 2004, in accordance with the terms of the Offer to Purchase and Solicitation Statement dated November 4, 2003, as amended and supplemented by the Supplement dated January 30, 2004. The related consent solicitation, as more fully described in those documents, would amend the partnership agreement to facilitate and expedite the transfer of units in Starwood’s offer and Starwood’s ability to promptly effect a back-end merger.
Starwood strongly believes its offer and consent solicitation represent a compelling opportunity for unitholders and its offer is superior to the pending offer by Kalmia Investors, LLC for a number of reasons, including:
— Starwood is offering $10 more per unit than Kalmia;
— Starwood will pay unitholders for units it accepts for payment
promptly after the expiration of its offer (subject to the possible pro rata reduction of units that Starwood can purchase in the offer), except in limited circumstances described in Starwood’s press release dated February 4, 2004,
and then only as to a limited number of units (not to exceed
10%). In contrast, Kalmia has stated that it expects to delay
payment for all units accepted in its offer until at least
March 31, 2004; and
— If certain events occur in Starwood’s offer and consent
solicitation, Starwood intends to effect a back-end merger and
to cash out all non-tendering unitholders at the $735 per unit
offer price. Because Kalmia is not seeking consents to amend
the partnership agreement and is not committing to effect a
back-end merger, Starwood believes, for the reasons set forth
in the Supplement to its Offer to Purchase and Solicitation
Statement, that Kalmia cannot acquire more than approximately
38% of the units in its offer.
Unitholders who wish to receive the $735 per unit offer price must complete the Agreement of Assignment and Transfer previously sent to unitholders and deliver it to the Depositary, American Stock Transfer & Trust Company, by facsimile (718-234-5001) or by mail, hand or other delivery (59 Maiden Lane, New York, NY 10038) on or before the Expiration Date. For the Agreement of Assignment and Transfer, both a medallion signature guarantee and the original document are necessary. However, a tender by facsimile will be accepted if the original is subsequently mailed to the Depositary.
Limited partners who wish to consent to any or all of the proposals in the consent solicitation must deliver their Consent Form to the Depositary at the address listed above on or before the Expiration Date. The limited partner’s signature is all that is needed; no medallion signature guarantee is necessary on the Consent Form.
Unitholders who have tendered their units to Kalmia and who wish to take advantage of Starwood’s $735 per unit offer can easily do so before the expiration of Kalmia’s offer, which is currently scheduled for 5:00 p.m., Eastern time, today, February 9, 2004. To withdraw from the Kalmia offer, unitholders should simply follow the instructions in Kalmia’s offer documents, use the withdrawal form that Starwood previously mailed to unitholders for this purpose or contact Starwood’s information agent, D.F. King & Co., Inc., Toll-Free at (888) 605-1957.
Unitholders who have any questions about Starwood’s offer and/or consent solicitation, need help or would like additional copies of the Offer to Purchase and Solicitation Statement, the Supplement, the Agreement of Assignment and Transfer, the Consent Form or the other documents disseminated to unitholders should contact Starwood’s Information Agent at the number above.
Based on a preliminary count, as of 5:00 p.m., Eastern time, on February 6, 2004, a total of approximately 27,582 units (representing approximately 20.34% of the 135,600 outstanding units) had been validly tendered and not withdrawn.