Marriott International, Inc. and Starwood Hotels & Resorts Worldwide have announced that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies will create the world’s largest hotel company.
The transaction combines Starwood’s leading lifestyle brands and international footprint with Marriott’s luxury and select-service tiers, as well as the convention and resort segment.
Combined, the companies operate or franchise more than 5500 hotels with 1.1 million rooms worldwide. The combined company’s pro forma fee revenue for the 12 months ended 30 September 2015 totals over US$2.7 billion.
Starwood shareholders will receive 0.92 shares of Marriott International, Inc. Class A common stock and US$2.00 in cash for each share of Starwood common stock.
On a pro forma basis, Starwood shareholders would own approximately 37% of the combined company’s common stock after completion of the merger using fully diluted share counts as of 30 September 2015.
Total consideration to be paid by Marriott totals US$12.2 billion consisting of $11.9 billion of Marriott International stock, based on the 20-day VWAP (volume weighted average price) of Marriott stock ending on 13 November 2015, and $340 million of cash, based on approximately 170 million fully diluted Starwood shares outstanding at 30 September 2015.
Based on Marriott’s 20-day VWAP ending 13 November 2015, the merger transaction has a current value of US$72.08 per Starwood share, including the US$2 cash per share consideration.
Marriott International expects to accelerate the growth of Starwood’s brands, leveraging Marriott’s worldwide development organisation and owner and franchisee relationships.
Arne Sorenson, President and Chief Executive Officer of Marriott International, said: “The driving force behind this transaction is growth. This is an opportunity to create value by combining the distribution and strengths of Marriott and Starwood, enhancing our competitiveness in a quickly evolving marketplace. This greater scale should offer a wider choice of brands to consumers, improve economics to owners and franchisees, increase unit growth and enhance long-term value to shareholders. Today is the start of an incredible journey for our two companies. We expect to benefit from the best talent from both companies as we position ourselves for the future. I know we’ll do great things together as The World’s Favorite Travel Company.”
Bruce Duncan, Chairman of the Board of Directors of Starwood Hotels & Resorts Worldwide, said: “During our comprehensive review of strategic and financial alternatives, it was clear that our talented people, world-class brands, global leadership and spirit of innovation were much admired and key drivers of our value. Our board concluded that a combination with Marriott provides the greatest long-term value for our shareholders and the strongest and most certain path forward for our company. Starwood shareholders will benefit from ownership in one of the world’s most respected companies, with vast growth potential further enhanced by cost synergies. Starwood’s shareholders will also receive the value of the previously announced sale 4 of our vacation ownership business to Interval Leisure Group, which is not part of this transaction.”