Sonesta to be Acquired for $31.00 Per Share in Cash
03 Novembre 2011 - 2:09PM
Sonesta International Hotels Corporation
(Nasdaq:SNSTA) ("Sonesta") announced today that it has entered into
a definitive merger agreement pursuant to which Sonesta Acquisition
Corporation ("SAC" formerly known as Property Acquisition
Corporation), will acquire Sonesta for $31.00 per share in cash, or
approximately $174 million in total purchase price, including
assumed indebtedness and other liabilities. SAC is an affiliate of
Hospitality Properties Trust (NYSE:HPT) of Newton, MA. The per
share purchase price represents a 71% premium over Sonesta's
closing share price on October 27, 2011, the day prior to Sonesta's
recent announcement that it is engaged in discussions regarding
potential transactions, including a possible merger
transaction.
Stephanie Sonnabend, Chief Executive Officer and President of
Sonesta, stated, "We are delighted to announce this transaction,
which will provide our stockholders with significant value. We
look forward to working closely with SAC to ensure that the
transition is seamless to our customers and employees."
The anticipated transaction contemplates that Sonesta's
management team will remain intact. It will continue to
operate Royal Sonesta Hotel Boston, Royal Sonesta Hotel New
Orleans, and Sonesta Bayfront Hotel Coconut Grove (a condominium
hotel), as well as the hotels it currently operates and franchises
in Egypt and South America. It will also be available to
operate other hotels for HPT.
Completion of the transaction, which is currently expected to
occur in the first quarter of 2012, is subject to approval by
Sonesta's common stockholders and certain other customary closing
conditions. Certain members of the Sonnabend family holding
approximately 55% of Sonesta's outstanding shares have entered into
voting agreements pursuant to which they have agreed, subject to
the terms and conditions in such agreements, to support the
merger. Sonesta's Board of Directors has unanimously approved
the transaction and the transaction is not conditioned on the
receipt of financing, which SAC has arranged to obtain from its
equity investors and from HPT.
Deutsche Bank Securities served as financial advisor to Sonesta,
and Goodwin Procter served as legal counsel to Sonesta in
connection with the transaction.
Additional Information about the Merger and Where to
Find it
This press release is being made in connection with the proposed
acquisition of Sonesta by SAC and does not constitute an offer of
any securities for sale. In connection with the merger,
Sonesta intends to file with the SEC a proxy statement and other
relevant materials in connection with the proposed
transaction. Investors and security holders of Sonesta are
urged to read the proxy statement and the other relevant material
when they become available because they will contain important
information about Sonesta and the proposed transaction. The
proxy statement and other relevant materials (when they become
available), and any and all documents filed by Sonesta with the
SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may
obtain free copies of the proxy statement as well as other filings
containing information about Sonesta and the merger that are filed
with the SEC by Sonesta, if and when available, by contacting Boy
van Riel, Vice President and Treasurer at (617) 421-5444, or by
accessing Sonesta's investor information website at
http://www.sonesta.com/Corporate/index.cfm?fa=corporate.investorinformation. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE
OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTIONS.
Sonesta and its respective executive officers, directors and
trustees may be deemed to be participants in the solicitation of
proxies from the security holders of Sonesta in connection with the
merger. Information about those executive officers and
directors of Sonesta and their ownership of Sonesta's common stock
is set forth in the proxy statement for its 2011 Annual Meeting of
Stockholders, which was filed with the SEC on April 13,
2011. Investors and security holders may obtain additional
information regarding the direct and indirect interests of Sonesta
and its respective executive officers and directors in the merger
by reading the proxy statement regarding the merger when it becomes
available.
Forward-looking statements
The statements made in this press release which are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking
statements include statements regarding the solicitation of proxies
to adopt the merger agreement, the consummation of the merger, the
filing of documents and information with the SEC, other future or
anticipated matters regarding the transactions discussed in this
release and the timing of such matters. Such forward-looking
statements often contain or are prefaced by words such as "will"
and "expect." As a result of a number of factors, our actual
results could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause
our actual results to differ materially from those in the
forward-looking statements include, without limitation: (i)
the risk that the conditions to the closing of the merger set forth
in the merger agreement will not be satisfied, (ii) changes in
Sonesta's business during the period between the date of this press
release and the closing, (iii) obtaining regulatory approvals (if
required) for the transaction, (iv) the risk that the
transaction will not be consummated on the terms or time-line first
announced, (v) those factors set for the under the heading "Risk
Factors" in our annual report on Form 10-K for the year ended
December 31, 2010, and in our other filings with the
SEC. Further information concerning those risks will be
included in Sonesta's filings with the SEC in connection with the
merger. Sonesta is under no obligation to (and expressly
disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
CONTACT: Sonesta International Hotels Corporation
Boy van Riel, Vice President and Treasurer
(617-421-5444)
Sonesta Acquisition Corporation
Timothy A. Bonang, Director of Investor Relations
(617-796-8232)
Sonesta (NASDAQ:SNSTA)
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