Intrawest Corporation acquisition and debt tender offers completed
26 Octobre 2006 - 11:20PM
PR Newswire (US)
VANCOUVER, Oct. 26 /PRNewswire-FirstCall/ -- Intrawest Corporation
("Intrawest" or "the company") and Fortress Investment Group LLC
("Fortress") today announced that the previously reported proposed
plan of arrangement (the "Arrangement") involving Intrawest, its
shareholders and optionholders and two companies owned directly or
indirectly by funds (the "Fortress Funds") managed by Fortress
pursuant to a court-approved plan of arrangement has been
completed. Under the all-cash transaction for 100 per cent of
Intrawest's shares, Intrawest shareholders will receive US$35.00
per share payable in cash and holders of Intrawest Options will
receive the difference between US$35.00 and the applicable exercise
price under each Intrawest Option held. The total value of the
transaction, including the existing debt of Intrawest, is
approximately US$2.8 billion. As a result of the Arrangement,
Intrawest becomes a wholly-owned subsidiary of a corporation which
is indirectly owned by the Fortress Funds. Intrawest will apply to
delist its shares from trading in the United States on the New York
Stock Exchange and in Canada on the Toronto Stock Exchange, will
file a notice of termination of registration with the United States
Securities and Exchange Commission suspending its U.S. public
reporting obligations and will apply to Canadian Securities
Administrators to cease to be a reporting issuer in Canada. In
connection with the Arrangement, Fortress and Intrawest announced
the results of Fortress affiliate Wintergames Acquisition ULC's
previously announced cash tender offers for, and consent
solicitations with respect to, any and all of Intrawest's
outstanding CDN $125 million aggregate principal amount of 6.875%
Senior Notes due 2009 (CUSIPS 460915AT8/460915AU5/CAC4802WAF54)
(the "2009 Notes") and US$575 million aggregate principal amount of
7.50% Senior Notes due 2013 (CUSIP 460915AR2) (the "2013 Notes"
and, together with the 2009 Notes, the "Notes"), on the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated September 25, 2006, and the related
Consent and Letter of Transmittal dated September 25, 2006 (the
"Tender Offers"). The Tender Offers expired at 5:00 p.m., New York
Time, on October 24, 2006 (the "Expiration Date"). As of 5:00 p.m.,
New York Time, on the Expiration Date, the Notes had been tendered
(and not withdrawn), and accepted for purchase and payment, as
follows: - CDN $124,872,000 aggregate principal amount of the 2009
Notes, representing approximately 99.9% of the outstanding
principal amount of such 2009 Notes; and - US$574,980,000 aggregate
principal amount of the 2013 Notes, representing approximately
99.9% of the outstanding principal amount of such 2013 Notes. The
supplemental indentures to the indentures under which the
respective Notes were issued, which were executed on October 6,
2006 in connection with the receipt of the requisite consents from
holders of each of the 2009 Notes and the 2013 Notes to the
proposed amendments reflected therein, are now operative. Fortress
is a leading global investment and asset management firm with
approximately US$24 billion in equity capital under management.
Fortress manages capital for a diverse group of investors including
approximately 300 leading pension funds, endowments and
foundations, financial institutions, funds of funds and high net
worth individuals. The Fortress Funds are 18 private equity funds
that are managed by Fortress or by an affiliate of Fortress. The
Fortress Funds primarily make long-term investments in cash-flowing
businesses and asset portfolios in North America and Western
Europe. Intrawest Corporation (IDR: NYSE; ITW: TSX) is a world
leader in destination resorts and adventure travel. The company has
interests in 10 resorts at North America's most popular mountain
destinations, including Whistler Blackcomb, a host venue for the
2010 Winter Olympic and Paralympic Games. Intrawest owns Canadian
Mountain Holidays, the largest heli-skiing operation in the world,
and an interest in Abercrombie & Kent, the world leader in
luxury adventure travel. The Intrawest network also includes
Sandestin Golf and Beach Resort in Florida and Club Intrawest - a
private resort club with nine locations throughout North America.
Intrawest develops real estate at its resorts and at other
locations across North America and in Europe. Intrawest is
headquartered in Vancouver, British Columbia. For more information,
visit http://www.intrawest.com/. Intrawest shareholders should
refer to Intrawest's management information circular dated
September 20, 2006 (available on the Canadian SEDAR website at
http://www.sedar.com/) for information regarding receipt of the
payment for their Intrawest shares. Shareholders should receive
their cash payments following the deposit of their Intrawest share
certificates with CIBC Mellon, the Depositary for the Arrangement,
in accordance with instructions contained in the letter of
transmittal previously sent to registered shareholders with the
management information circular. Intrawest shareholders who hold
their shares through a broker or other financial intermediary will
receive payment following the deposit by the broker or financial
intermediary. Any questions regarding payment of the purchase
price, including any request for an additional copy of the letter
of transmittal, should be directed to the Depositary by telephone
at 1-800-387-0825 (toll free within North America) or 416-643-5500
or by e-mail at . Statements contained in this release that are not
historical facts are forward-looking statements that involve risks
and uncertainties. Readers should not place undue reliance on any
forward-looking statements, which speak only as of the date made.
Intrawest's actual results could differ materially from those
expressed or implied by such forward-looking statements. Factors
that could cause or contribute to such differences include, but are
not limited to, Intrawest's ability to implement its business
strategies, seasonality, weather conditions, competition, general
economic conditions, currency fluctuations and other risks detailed
in the company's filings with the Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission.
Neither Fortress nor Intrawest undertakes an obligation to update
or revise the forward-looking statements for any new information,
future events or otherwise. All forward-looking statements
attributable to Fortress or Intrawest are expressly qualified in
their entirety by this cautionary statement. If you would like to
receive future news releases by email, please contact: CONTACT: Mr.
John Currie, chief financial officer, at (604) 669-9777 or Mr. Tim
McNulty, director, investor relations at (604) 623-6620 or at .
DATASOURCE: Intrawest Corporation CONTACT: Mr. John Currie, chief
financial officer, at (604) 669-9777 or Mr. Tim McNulty, director,
investor relations at (604) 623-6620 or at .
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