Fairmont shareholders approve Kingdom acquisition

Fairmont’s shareholders have approved the acquisition of all of the Company’s outstanding common shares by a company (the “Purchaser”) owned by affiliates of Kingdom Hotels International and Colony Capital at its Special Meeting of Shareholders held this morning. Shareholders representing more than 70 percent of all shares outstanding and approximately 98 percent of all votes cast, voted in favor of the transaction involving the Company and the Purchaser, exceeding the required 66 2/3%.

The closing of the transactions is subject to court approval in Canada as well as the satisfaction or waiver of the other conditions specified in the Acquisition Agreement. The Company will seek final court approval on Thursday, April 20th. If court approval is obtained, the transaction is expected to close in early May, after which all Fairmont shareholders will receive US$45.00 in cash for each Fairmont common share.

Fairmont announced on April 14 that a group holding approximately US$145,000,000 of its US$270,000,000 principal amount 3.75% Convertible Senior Notes due 2023 (the “Notes”) plans to oppose the transaction at the April 20 court hearing. Fairmont believes that the position of the Noteholders is without merit. However, if the opposition of this group of Noteholders were successful, no assurance could be given as to whether the closing of the transaction would occur or as to the timing thereof.
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