Wyndham International announced today that it has entered into a definitive Merger Agreement to be acquired by an affiliate of The Blackstone Group in a transaction valued at $3.24 billion.
Under the terms of the Merger Agreement, Blackstone will acquire all of the outstanding Common Stock of Wyndham for $1.15 per share in cash. The board of directors of Wyndham unanimously approved the Merger Agreement and recommended approval by its shareholders.
Fred J. Kleisner, Wyndham’s chairman, president and chief executive officer, said, “Wyndham has followed a strategic approach to: simplify our corporate structure, refinance our debt and sell all non-strategic assets. We have created a stream-lined organization centered around 32 high quality owned and leased hotels and destination resorts plus the world’s pre-eminent spa, the Golden Door. All of this has made Wyndham a much desired and sought after company in today’s real estate market. In that regard, we are pleased to have signed a merger agreement with Blackstone.”
Jonathan D. Gray, senior managing director of The Blackstone Group, said, “We are excited to acquire Wyndham International with its terrific collection of employees, properties and brands. We look forward to working with Wyndham’s franchisees, owners and partners.”
The completion of the Merger Agreement is subject to various customary closing conditions, including the approval of Wyndham’s stockholders and the expiration of the applicable waiting period under the Hart-Scott-Rodino Act. Completion of the Merger Agreement is not subject to the receipt of financing by Blackstone. The closing of the Merger Agreement is expected to occur during the fourth quarter of 2005.
Wyndham previously announced the entry into a definitive Recapitalization Agreement with certain investors of Wyndham’s Series B Preferred Stock in which all outstanding shares of Series A and Series B Preferred Stock would be converted into common stock. Under the terms of the Merger Agreement, the holders of shares of Preferred Stock will receive $72.17 per share in cash, subject to potential adjustment to reflect additional shares that may be issued as dividends after June 30, 2005.
Bear, Stearns & Co. Inc. acted as financial advisor to Wyndham in connection with the strategic review and this transaction. J.P. Morgan Securities Inc. provided a fairness opinion in connection with this transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Wyndham. Simpson Thacher & Bartlett LLP acted as legal advisor to Blackstone.