Diamond Resorts Successfully Completes Acquisition of Sunterra Corporation
27 Avril 2007 - 6:18PM
Business Wire
Diamond Resorts, LLC today announced that, following the successful
completion of its affiliate�s $16.00 per share tender offer for all
outstanding shares of Sunterra Corporation (Pink Sheets: SNRR)
common stock, its affiliate has successfully completed the
acquisition of Sunterra Corporation. Following the purchase of all
shares of common stock of Sunterra Corporation duly tendered and
delivered in such tender offer (the �Delivered Shares�) and
pursuant to a merger agreement among Sunterra Corporation, Diamond
Resorts, LLC and DRS Acquisition Corp., DRS Acquisition Corp., an
affiliate of Diamond Resorts, purchased 4,300,000 newly issued
shares of common stock (the �Top-Up Shares�) from Sunterra
Corporation at a purchase price of $16.00 per share, which
aggregate purchase price was paid through the issuance of a
promissory note payable by DRS Acquisition Corp. to Sunterra
Corporation. Immediately following the purchase of the Delivered
Shares and the Top-Up Shares, DRS Acquisition Corp. owned over 90%
of the outstanding shares of common stock of Sunterra Corporation.
Promptly following the purchase of such Delivered Shares and Top-Up
Shares of Sunterra Corporation, DRS Acquisition Corp. merged with
and into Sunterra Corporation pursuant to a short-form merger under
which shares of common stock of Sunterra Corporation (other than
shares held by Sunterra Corporation, Diamond Resorts Holdings, LLC,
DRS Acquisition Corp. or any of their respective subsidiaries) not
otherwise purchased in the Offer were cancelled in exchange for a
merger consideration of $16.00 per share. As a result of the
merger, Sunterra Corporation will be a wholly owned subsidiary of
Diamond Resorts Holdings, LLC. The transaction was financed through
capital contributions by Diamond Resorts and its partner in the
transaction, Soros Strategic Partners LP, and through borrowings
under senior secured credit facilities. About Diamond Resorts, LLC
Diamond Resorts has over 25 years of experience in the successful
development, management, marketing and sales of vacation ownership
properties and has been a consistent leader in the vacation
ownership industry. Diamond Resorts� premier properties include
Polo Towers, the first purpose built, high-rise vacation ownership
property in the industry. Diamond Resorts most recently spearheaded
the design of Marriott�s Grand Chateau vacation ownership resort.
The Diamond Resorts properties include some of the first vacation
ownership properties in Las Vegas, such as the Jockey Club and The
Carriage House, as well as Kona Reef in Hawaii. For more
information, please visit www.diamondresorts.com. About Soros
Strategic Partners LP Soros Strategic Partners LP ("SSP") is a
private investment vehicle managed by Soros Fund Management LLC.
SSP is intended for long duration investments and typically seeks
to invest in or acquire world class assets and growth oriented
companies in partnership with top-tier management teams.
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