Turismo
The Board of Rezidor recommends the shareholders not to accept HNA Tourism Group's mandatory offer of SEK 34.86 per share
February 20, 2017 7:30am CET
This statement is made by the Board of Directors (the " ") of Rezidor Hotel Group AB (publ) (" ") pursuant to section II.19 of Nasdaq Stockholm's Takeover Rules (the " ").
On April 27, 2016, HNA Tourism Group Co., Ltd. (" ") and Carlson Hospitality Group, Inc. (" ") announced that they had entered into an agreement regarding HNA Tourism Group's acquisition (the " ") of Carlson Hotels, Inc. (" "). The Acquisition included 87,552,187 shares in Rezidor owned by Carlson Hotels, corresponding to 51.3% of the outstanding shares and votes in Rezidor. The Acquisition was completed on December 7, 2016, and triggered an obligation for HNA Tourism Group to make a mandatory tender offer for the outstanding shares in Rezidor.
On December 22, 2016, HNA Tourism Group, through its wholly-owned subsidiary HNA Sweden Hospitality Management AB (" "), announced a mandatory cash tender offer to the shareholders of Rezidor to acquire all outstanding shares in Rezidor (the " "). HNA Sweden offers SEK 34.86 in cash per share in Rezidor, subject to adjustment should Rezidor pay any dividend or make any other value transfer to shareholders prior to settlement of the Offer. The offer price is 6.3% below the closing price of the Rezidor share on Nasdaq Stockholm of SEK 37.20 on December 22, 2016, being the last trading day prior to the announcement of the Offer. The offered price corresponds to the volume-weighted average price for the Rezidor share during 20 trading days preceding the date of announcement of entering into the agreement regarding the Acquisition. According to HNA Tourism Group's announcement of the Offer, the offer price is the minimum price to be paid in the Offer in accordance with rulings received from the Swedish Securities Council (see rulings AMN 2016:10 and AMN 2016:27).
Completion of the Offer is conditional upon the Offer, the settlement of the Offer and the acquisition of Rezidor receiving all necessary regulatory, governmental or similar clearances, approvals and decisions in each case, on terms that are acceptable to HNA Sweden.
For more information about the Offer, see
http://www.hnagroup.com/en/discl/HNA_Website2017/legal.html.
In accordance with the provisions of the Takeover Rules, the Board has evaluated the Offer.
The Board has engaged SEB Corporate Finance as financial advisor and Gernandt & Danielsson Advokatbyrå as legal advisor in relation to the Offer. The Board has further appointed DNB Markets to provide a fairness opinion in relation to the Offer.
The Board unanimously recommends the shareholders to accept the Offer. The Offer does not reflect the value of Rezidor from a financial perspective.
The recommendation is based on various assumptions and conclusions made by the Board, including:
The position of the Board is supported by the fairness opinion provided by DNB Markets. The opinion, which is set forth in the appendix to this press release, concludes that the Offer is not fair from a financial point of view.
Despite unanimously recommending the shareholders not to accept the Offer, the Board is of the opinion that the uncertainties have increased following HNA Tourism Group's acquisition of the majority of the shares in Rezidor, including:
The Board would also like to draw the shareholders' attention to the following features of the Offer:
As regards the regulatory approval process, including the approvals that constitute a condition for the Offer, the Board notes the following statements made by HNA Tourism Group and the Swedish Securities Council in connection with the Swedish Securities Council ruling AMN 2016:27:
"In order to finance the mandatory tender offer, which constitutes a foreign transaction for HNA Tourism Group, and to transfer the funds out from China to be used for the settlement of the Offer, approvals from the National Development and Reform Commission of the People's Republic of China (" ") and the Ministry of Commerce of the People's Republic of China (" ") are required. In addition, the State Administration of Foreign Exchange (" ") must register the amount to be transferred.
HNA Tourism Group intends to apply for approvals both from NDRC and MOFCOM before the completion of the Acquisition, that is, before the announcement of the Offer. Final approvals from NDRC and MOFCOM as well as a preliminary approval from SAFE are expected to be obtained before the completion of the Acquisition, that is, before the announcement of the Offer and no later than before the expiry of the acceptance period in the Offer. Final approval from SAFE to transfer the funds out from China cannot be obtained until the final settlement amount has been determined."
It is not clear from HNA Tourism Group's announcement of the Offer whether the relevant approvals from NDRC and MOFCOM have been obtained, but since the Offer is subject to regulatory approvals it is the Board's understanding that the required approvals have not yet been obtained.
Under the Takeover Rules, the Board is required, based on the statements made by HNA Tourism Group in connection with the Offer, to express its opinion on the effects the implementation the Offer may have on Rezidor, specifically employment, and its views on HNA Tourism Group's strategic plans for Rezidor and the effect these may be expected to have on employment and the places where Rezidor conducts its business. To that end, HNA Tourism Group has made the following statement in connection with the announcement of the Offer:
"HNA Tourism Group views significant value on the competence of Rezidor's management and its employees. There are currently no decisions on any material changes to Rezidor's management or employees, including the terms of employment and locations of business."
The Board cannot evaluate this but must assume that it is correct.
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This statement shall in all respects be governed by and construed in accordance with Swedish substantive law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
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Stockholm, February 20, 2017
Rezidor Hotel Group AB (publ)
For further information, please contact:
Staffan Bohman, acting chairman in relation to the Offer, through Jenny Winkler, Secretary of the Board, at tel: +32 2 702 9308.
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti