Marriott Reaffirms Its Commitment To Acquire Starwood - Quick Facts

(RTTNews) - Marriott International, Inc. (MAR) reaffirmed its commitment to acquire Starwood Hotels & Resorts Worldwide, Inc. (HOT), confident that the previously announced amended merger agreement is the best course for both companies.

On March 26, 2016, Starwood notified Marriott that it had received an updated unsolicited proposal from a consortium of potential investors, led by Anbang Insurance Group, which its Board is considering.

Marriott said it will monitor this development as it and Starwood continue to work toward the closing of its transaction and the successful integration of the two companies in anticipation of votes by each company's stockholders on April 8, 2016.

Starwood stated today that its Board of Directors has not changed its recommendation in support of Starwood's merger with Marriott. Starwood stockholders should give serious consideration to the question of whether the Anbang-led consortium will be able to close the proposed transaction, with a particular focus on the certainty of the consortium's financing and the timing of any required regulatory approvals.

The new unsolicited proposal by the Anbang consortium follows a March 21, 2016 announcement by Marriott International and Starwood that the companies had signed an amendment to their definitive merger agreement. Under the terms of that amended merger agreement, Starwood shareholders will receive $21.00 in cash and 0.80 shares of Marriott International, Inc. Class A common stock for each share of Starwood Hotels & Resorts Worldwide, Inc. common stock. Starwood shareholders will own approximately 34 percent of the combined company's common stock after completion of the merger, based on current shares outstanding.

On March 25, 2016, Starwood and Marriott filed 8-Ks with the Securities and Exchange Commission (SEC) noting that Starwood's financial advisors have provided analysis that recognizes that in addition to the $21.00 per share cash portion of the amended Marriott - Starwood agreement, the stock consideration offers a superior long-term value for Starwood stockholders.

The advisors' provided the company with opinions, available to all Starwood stockholders and attached to the 8-Ks, that noted the value range for Marriott on a standalone basis, before giving effect to the merger, is between $92.35 to $103.46 per share utilizing a discounted cash flow analysis for Marriott stock based upon the newly updated adjusted forecasts.

Earlier today, Starwood Hotels & Resorts Worldwide Inc. (HOT) said that its board determined that a revised, non-binding proposal from a consortium consisting of Anbang Insurance Group Co., Ltd., J.C. Flowers & Co. and Primavera Capital Limited is reasonably likely to lead to a "Superior Proposal" as defined in Starwood's merger agreement with Marriott International Inc. (MAR).