TORONTO, March 29 /CNW/ - Four Seasons Hotels Inc. (TSX Symbol "FSH";
NYSE Symbol "FS") today announced that both Institutional Shareholder Services
of Canada (ISS Canada) and Glass Lewis, each a leading independent voting
advisory service, are recommending that shareholders of Four Seasons vote in
favour of the plan of arrangement pursuant to which Four Seasons would be
acquired by a company owned by affiliates of Cascade Investments, L.L.C. (an
entity owned by William H. Gates III), Kingdom Hotels International (a company
owned by a trust created for the benefit of His Royal Highness Prince Alwaleed
Bin Talal Bin Abdulaziz Alsaud and his family) and Isadore Sharp.
In concluding that the transaction warrants shareholder support, ISS noted
- The acquisition consideration of US$82.00 per share represents a
significant premium and is payable all in cash.
- There is a formal valuation report and fairness opinion for the
shares to be acquired pursuant to the transaction.
- The improved performance of Four Seasons in the fourth quarter of
2006 is in line with the valuation report prepared by Merrill Lynch
Canada Inc., the independent financial advisor to the Special
Committee of the Board of Directors of Four Seasons that considered
and unanimously recommended the transaction.
- The treatment of options and other arrangements with directors and
officers in connection with the transaction are normal for such a
going private transaction.
- Market reaction to the transaction is positive.
In recommending that shareholders vote "For" the proposed transaction,
Glass Lewis observed that:
"... the merger value per share falls at the high end of the advisor's
discounted cash flow valuation range of between $68.00 and $88.00 per
share for the Company's Limited Voting Shares. In addition, the implied
premium offered to shareholders is in line with the comparable premiums
paid in similarly sized transactions and lodging transactions observed by
Glass Lewis concluded that:
"... the proposed transaction offers shareholders a fair valuation in
exchange for their shares...we believe this proposal warrants shareholder
(*) permission to use quotations was neither sought nor obtained.
Representatives of Cascade and Kingdom said that, "We are pleased that
ISS and Glass Lewis have confirmed our view, and the conclusion of the Four
Seasons board and Special Committee, that our proposal is fair and warrants
shareholder support. The proposed transaction reflects our best and final
offer and, in our view, fully values the shares of Four Seasons."
Four Seasons special meeting of shareholders is scheduled to be held on
April 5, 2007 at 10:00 a.m. (Toronto time) at the Four Seasons Hotel Toronto,
Tudor Room, 21 Avenue Road, Toronto, Ontario.
Shareholders are encouraged to vote and are urged to complete, sign and
date the proxy form and return it as soon as possible. To ensure that they are
counted, proxies should be submitted prior to 5:00 pm (Toronto time) on
April 3, 2007 using one of the methods described on the form of proxy.
Shareholders who have questions about the proposed transaction or need
assistance in submitting their proxy or voting their shares should contact
Four Seasons proxy solicitor, Georgeson, toll-free at 1-866-568-7442. Banks
and brokers can call (212) 440-9800. Shareholders are advised to review the
management information circular in its entirety before making any voting
decision. Shareholders may obtain copies of the management information
circular from Georgeson and at www.sec.gov and www.sedar.com and on the
Company's website at www.fourseasons.com.
For further information:
For further information: