Intrawest agrees Fortress buy-out

11th Aug 2006

Intrawest and Fortress Investment
Group have entered into a
definitive agreement under which funds managed by affiliates of Fortress will
acquire all of Intrawest’s outstanding common shares at a price of $35.00 per
share payable in cash.The total value of the transaction, including the
existing debt of Intrawest, is approximately $2.8 billion.
    Fortress is a global investment and asset management firm with
approximately $23 billion in equity capital under management.
    This all-cash transaction for 100 per cent of the company’s shares
represents a 20 per cent premium over Intrawest’s closing price on
February 27, 2006, the last trading day before the company announced its
intention to review its strategic options, and a 32 per cent premium over the
closing price prior to the announcement of the offer.
    “Following a thorough review of all strategic options to maximize value
for Intrawest’s shareholders, which included the appointment of a Special
Committee of Directors to oversee the process, the Board of Directors of
Intrawest has determined that the transaction with Fortress is the best
alternative for the shareholders and is in the best interests of the company,”
said Gordon MacDougall, lead director of Intrawest Corporation. “The Intrawest
Board has unanimously recommended that the shareholders of Intrawest approve
the transaction.”
    In deciding to recommend the transaction to the Intrawest shareholders,
the Board of Directors considered a number of factors and received an opinion
from the company’s financial advisors, Goldman, Sachs & Co. to the effect, and
subject to the assumptions and conditions set forth in such opinion, that the
consideration to be received for the common shares of the company is fair,
from a financial point of view, to the Intrawest shareholders. Capital West
Partners provided additional advice to the company, the Board of Directors and
the Special Committee.
    “I am pleased with the result of our review of strategic alternatives
that was announced on February 28, 2006,” said Joe Houssian, chairman and
chief executive officer of Intrawest Corporation. “Over the past five months,
we have thoroughly analyzed the financial and strategic options for the
company and believe that the value inherent in this transaction is in the best
interests of all of our shareholders. Fortress was attracted by our assets,
people, business strategies and loyal customer base and is able to support
Intrawest becoming a global leader across all of our businesses.”
    “Fortress has a disciplined strategy of acquiring asset-based businesses
with high quality platforms and Intrawest is truly unique in this regard,”
said Wesley R. Edens, principal and chairman of the management committee of
Fortress Investment Group LLC. “We have a great opportunity to continue
Intrawest’s evolution into a leading global leisure player and look forward to
working with its management team, employees and partners.”
    The transaction will be carried out by way of a statutory plan of
arrangement and must be approved by the applicable court and by 66 2/3 per
cent of the votes cast by holders of Intrawest shares. Closing is also subject
to customary conditions of closing, including regulatory approvals. The
closing of the transaction is not subject to any financing condition. The
proposed transaction is expected to close in October 2006, shortly after
receipt of shareholder and court approvals.


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