Barcelo Crestline Corporation, the
parent company of Crestline Hotels & Resorts, Inc. and one of the leading
hotel management and leasing companies in North America, announced today that
it has submitted a proposal to acquire all shares of Class A Common Stock of
John Q. Hammons Hotels, Inc. for $13.00 in cash per Class A share.
The proposal was made to John Q. Hammons Hotels, Inc. Board of Directors and
represents a premium of approximately 15% over Friday’s closing market price
of $11.31 and 32% over the average price of John Q. Hammons Hotels, Inc.
shares over the past six months of $9.86.Barcelo Crestline Corporation also announced that it has entered into an
agreement with majority shareholder, John Q. Hammons, in which Mr. Hammons
agreed to support the proposed acquisition and will participate in the
acquiring company by exchanging all of his other equity interests in John Q.
Hammons Hotels, L.P. and John Q. Hammons Hotels, Inc. for preferred equity in
the acquiring company. Mr. Hammons and his affiliates own 76% of the combined
equity interests in John Q. Hammons Hotels, Inc. and John Q. Hammons Hotels,
L.P. and 77% of the voting power in John Q. Hammons Hotels, Inc. Deutsche
Bank Securities, Inc. advised Barcelo Crestline in the transaction.
Bruce Wardinski, President and CEO of Barcelo Crestline stated, “Our
business plan has been, and continues to be, to look for ways to grow our
organization and infrastructure to create value for our owners and partners.”
Upon completion of this proposed merger, Barcelo Crestline Corporation plans
to combine the John Q. Hammons Hotels, Inc. hotel management business with its
own management business, resulting in approximately 190 hotels under
management and lease in the United States. The combined management entities
of Crestline Hotels and Resorts, Inc. and John Q. Hammons Hotels, Inc. will be
renamed Barcelo Hammons Hotels and Resorts, Inc. The new structure, along
with the international hospitality component of Barcelo Crestline’s parent
company, Barcelo Hotels & Resorts of Spain, will result in significant global
positioning for all involved. “With a 46-year career in the lodging business,
and a great reputation for excellence, Mr. John Q. Hammons is one of the most
highly respected hotel industry legends. I am enthusiastically looking
forward to a great partnership with him as we move forward,” added Mr.
Mr. Hammons noted, “Barcelo Crestline Corporation is a fine organization
with excellent management and knowledgeable, international ownership. Over
the years, John Q. Hammons Hotels, Inc. has built an outstanding portfolio of
hospitality properties and established a very strong market presence.
Significant value has been created for our shareholders.” Mr. Hammons added,
“We are pleased that this transaction will allow John Q. Hammons Hotels and
Resorts to privately continue development of its hotel and resort portfolio
across the United States.” John Q. Hammons Hotels and Resorts, a privately
owned company, currently owns a portfolio of 27 hotels and resorts operating
and under construction in 17 states.
Barcelo Crestline Corporation expects the Board of Directors of John Q.
Hammons Hotels, Inc. to form a special committee of independent directors to
consider the proposal with the assistance of outside financial and legal
advisors and to negotiate the proposal with Barcelo Crestline Corporation.
Directors of John Q. Hammons Hotels, Inc. affiliated with Mr. Hammons will not
participate in the evaluation of the proposal.
If negotiations with the special committee are successful, Barcelo
Crestline Corporation expects to file appropriate materials with the
Securities and Exchange Commission and mail such materials to John Q. Hammons
Hotels, Inc. shareholders. Barcelo Crestline Corporation currently
contemplates the transaction would be implemented through a cash merger that
would be completed in early January 2005.
The proposal is subject to due diligence, negotiation and execution of
mutually satisfactory definitive agreements, and other customary conditions.
John Q. Hammons Hotels, Inc. shareholders and other interested parties are
urged to read the relevant documents filed with the SEC when they become
available because they will contain important information. John Q. Hammons
Hotels, Inc. shareholders will be able to obtain such documents, free of
charge, at the SEC’s web site: http://www.sec.gov or from John Q. Hammons Hotels,
Inc. at 300 John Q. Hammons Parkway, Suite 900, Springfield, MO 65806.
Barcelo Crestline Corporation, the