FS Acquisition Corp. Announces Cash Tender Offer for 1.875% Convertible Senior Notes Issued By Four Seasons Hotels Inc.
March 22 2007 - 1:48PM
PR Newswire (US)
NEW YORK, March 22 /PRNewswire-FirstCall/ -- FS Acquisition Corp.
("Bidco"), a British Columbia corporation owned by Triples Holdings
Limited and affiliates of Kingdom Hotels International and Cascade
Investment, L.L.C., announced today that it has commenced a cash
tender offer for any and all of the outstanding 1.875% Convertible
Senior Notes due 2024 (CUSIP No. 35100E AE 4) (the "Convertible
Notes") issued by Four Seasons Hotels Inc. ("FSHI") (TSX: FSH;
NYSE: FS). The tender offer (the "Offer") is being made upon the
terms and conditions in the Offer to Purchase and related Letter of
Transmittal, dated March 22, 2007, as each may be amended and
supplemented from time to time. The Offer will expire at 5:00 p.m.,
New York City time, on Monday, April 23, 2007, unless extended or
terminated (the "expiration time"). Tenders of the Convertible
Notes may be withdrawn at any time prior to the expiration time.
The Offer is being made in connection with the Acquisition
Agreement, dated as of February 9, 2007 (the "Acquisition
Agreement"), between FSHI and Bidco, which is a corporation owned
by Triples Holdings Limited and affiliates of Kingdom Hotels
International ("Kingdom") and Cascade Investment, L.L.C.
("Cascade"). A meeting of FSHI shareholders is scheduled to be held
on April 5, 2007 for the consideration and approval of the plan of
arrangement (the "Arrangement"), pursuant to which, among other
things, Bidco will acquire all of the outstanding limited voting
shares of FSHI (the "FSHI Limited Voting Shares") (other than the
FSHI Limited Voting Shares held by Kingdom, Cascade and their
affiliates, if applicable) for US$82.00 in cash for each FSHI
Limited Voting Share. Subject to satisfaction or waiver of
applicable conditions, Bidco currently expects the Arrangement to
become effective on April 24, 2007. The Arrangement is not
conditioned upon successful completion of the Offer. Under the
terms of the Offer, Bidco is offering to purchase each US$1,000
principal amount of Convertible Notes at a purchase price (the
"Purchase Price") equal to the sum of (a) the amount that Bidco
believes a holder would receive if it converted US$1,000 principal
amount of Convertible Notes into FSHI Limited Voting Shares
immediately prior to the effective time of the Arrangement,
followed by each FSHI Limited Voting Share being converted into
US$82.00 in the Arrangement (the "Conversion Amount"), plus (b) a
premium of US$1.00 (the "Tender Offer Premium"). The Conversion
Amount is subject to certain assumptions as set forth in "THE
OFFER-3. Terms of the Offer-Purchase Price" in the Offer to
Purchase. Based on an April 24, 2007 effective date of the
Arrangement, the Purchase Price would be US$1,242.41 per US$1,000
principal amount of Convertible Notes (which is equal to the
US$1,241.41 Conversion Amount plus the US$1.00 Tender Offer
Premium). Bidco intends to keep the Offer open until 5:00 p.m., New
York City time, on the business day before the effective date of
the Arrangement. Therefore, if the effective date of the
Arrangement, which is currently expected to be April 24, 2007, is
set at a date after April 24, 2007, Bidco intends to extend the
Offer accordingly, subject to applicable law. If the Offer is
extended because the effective date of the Arrangement is set at a
date after April 24, 2007, the Purchase Price will be adjusted as
described in "THE OFFER-3. Terms of the Offer-Expiration Time;
Purchase Price if the Offer is Extended" in the Offer to Purchase.
In addition, Bidco will issue a press release to disclose the final
Purchase Price on the day that is two business days prior to the
extended expiration time of the Offer. The Offer is not conditioned
on any minimum aggregate principal amount of the Convertible Notes
being tendered. The Offer is, however, subject to the conditions
discussed under "THE OFFER-8. Conditions of the Offer" in the Offer
to Purchase, including the receipt, in form and on terms
satisfactory to Bidco, of the Interim Order and the Final Order
from the Superior Court of Justice (Ontario) as required under the
Business Corporations Act (Ontario) in connection with the
Arrangement and the approval of the Arrangement by the required
vote of the FSHI shareholders. As discussed in the offer materials,
none of Bidco or FSHI (or their respective managements or boards of
directors), the Information Agent, the Depositary or their
respective affiliates makes any recommendation to any holder of any
of the Convertible Notes as to whether to tender any such
Convertible Notes. This press release is merely a notification of
the Offer and is neither an offer to purchase nor a solicitation of
an offer to sell the Convertible Notes. The Offer is being made
only pursuant to the Offer to Purchase and related Letter of
Transmittal dated March 22, 2007. Holders of Convertible Notes
should read the Offer to Purchase, related Letter of Transmittal
and other tender offer documents distributed to them, and any
subsequently distributed amendments thereto, because they contain
important information. The Offer to Purchase, related Letter of
Transmittal and other tender offer documents may be obtained free
of charge by contacting Global Bondholder Services Corporation, the
Information Agent and Depositary, by telephone at (866) 470-3800
(toll free), (212) 430-3774 (call collect) or in writing to 65
Broadway - Suite 723, New York, NY 10006, Attention: Corporate
Actions. Questions regarding the Offer should also be directed to
Global Bondholder Services Corporation as described above.
Contacts: Global Bondholder Services Corporation 65 Broadway -
Suite 723 New York, NY 10006 Attention: Corporate Actions (866)
470-3800 DATASOURCE: Four Seasons Hotels CONTACT: Corporate Actions
of Global Bondholder Services Corporation, 1-866-470-3800
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