NEW YORK, March 31 /PRNewswire/ -- 3128012 Nova Scotia Limited (the "AcquisitionCo"), a Nova Scotia corporation owned by affiliates of Kingdom Hotels International and Colony Capital, LLC, announced today that it has commenced a cash tender offer for any and all of the outstanding 3.75% Convertible Senior Notes due 2023 (CUSIP Nos. 305204 AA 7 and 305204 AB 5) (the "Convertible Notes") issued by Fairmont Hotels & Resorts Inc. ("Fairmont").
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 31, 2006. The Offer will expire at 5:00 pm, New York City time, on April 28, 2006, unless extended or terminated (the "expiration time"). Tenders of the Convertible Notes may be withdrawn at any time prior to the expiration time.
Under the terms of the Offer, AcquisitionCo is offering to purchase each $1,000 principal amount of Convertible Notes at a purchase price of $1,211.43, which is the sum of (a) $1,192.68, or the amount that would have been received had the Convertible Notes been converted into common shares of Fairmont (the "Fairmont Common Shares") prior to the effective time of the Arrangement (as defined herein) and then converted into $45.00 in cash for each Fairmont Common Share in the Arrangement, plus (b) accrued and unpaid interest to June 1, 2006. As discussed more fully in the offer materials, the purchase price will be adjusted if the Offer is extended to (or beyond) 5:00 pm, New York City time, on May 15, 2006, the record date for the next interest payment to be made with respect to the Convertible Notes, which is scheduled for June 1, 2006.
The Offer is being made in connection with the Acquisition Agreement, dated January 29, 2006 (the "Acquisition Agreement"), between Fairmont and AcquisitionCo. A meeting of Fairmont shareholders is scheduled to be held on April 18, 2006 for the consideration and approval of the Acquisition Agreement, pursuant to which, among other things, AcquisitionCo will acquire all of the outstanding Fairmont Common Shares for $45.00 in cash for each Fairmont Common Share (the "Arrangement"). The Arrangement is not conditioned upon successful completion 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 by AcquisitionCo of a copy of a notice from each of the parties to the Acquisition Agreement to the other party thereto that all conditions to such party's obligation to implement the Arrangement have been satisfied (including the receipt of the Final Order from the Ontario Superior Court of Justice as required under the Canada Business Corporations Act) or, to the extent legally permissible, waived and that such party is prepared, subject to terms of the Acquisition Agreement and the fulfillment by the other party of its obligations under the Acquisition Agreement, to implement the Arrangement within two business days.
As discussed in the offer materials, none of AcquisitionCo or Fairmont (or their respective management or the board 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 31, 2006.
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, by telephone at (866) 470-3700 (toll free), (212) 430-3774 (call collect) or in writing to 65 Broadway - Suite 704, New York, NY 10006, Attention: Kam Ng. Questions regarding the Offer should be directed to Global Bondholder Services Corporation as described above, or to The Bank of New York, the Depositary, by telephone at (212) 815-3738, or in writing to the Corporate Trust Operations, Reorganization Unit, 101 Barclay Street - 7 East, New York, NY 10286, Attention: Evangeline R. Gonzales.
