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Old Nov 16, 2015, 4:19 am
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November 16, 2015
BETHESDA, Md. and STAMFORD, Conn., Nov. 16, 2015 /PRNewswire/ -- Marriott International, Inc. (NASDAQ: MAR) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) announced today that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies will create the world's largest hotel company. The transaction combines Starwood's leading lifestyle brands and international footprint with Marriott's strong presence in the luxury and select-service tiers, as well as the convention and resort segment, creating a more comprehensive portfolio. The merged company will offer broader choice for guests, greater opportunities for associates and should unlock additional value for Marriott and Starwood shareholders. Combined, the companies operate or franchise more than 5,500 hotels with 1.1 million rooms worldwide. The combined company's pro forma fee revenue for the 12 months ended September 30, 2015 totals over $2.7 billion.
Marriott Shareholder News Release :
http://investor.shareholder.com/mar/...leaseID=942791

Starwood Investor News Release :
https://s1.q4cdn.com/483583335/files...wood-FINAL.pdf

Marriott CEO Linkedin Post:
https://www.linkedin.com/pulse/marri...-arne-sorenson

November 16, 2015
Originally Posted by Official Starwood Announcement on the SPG website
Were excited to share the news that Starwood Hotels & Resorts will join together with Marriott International to create the worlds largest hotel company. For our Starwood Preferred Guest (SPG) members, this will mean even more choices in even more places, giving you access to 1.1 million rooms across 5,500 hotels and resorts in more than 100 countries.

We will work to bring you the very best of SPG and Marriott Rewards, two of the most rewarding loyalty programs in our industry. Our members are at the core of everything we do, and that will not change.

This is the beginning of a long journey as we combine our two companies. For now, we remain separate, and there is no change to your SPG program status, your Starpoints or your existing reservations. You will continue to earn Starpoints and elite stay/night credit for your stays, as well as bonus Starpoints for any promotions in which you are participating. There is no change to how you manage your SPG account or book reservations.

Over the coming months, as we have more to share, well be sure to reach out to you by email, at spg.com and via twitter (@spg). In the meantime, we remain at your service wherever you need us whether in our hotels, at spg.com, on the SPG mobile app or via our Customer Contact Centers.

Thank you for sharing your travels with us.

Chris Holdren
Senior Vice President, Starwood Preferred Guest
November 16, 2015
Originally Posted by Official Starwood Announcement to FT members
Dear members,

Starwood Hotels & Resorts and Marriott International to Merge, Creating the Worlds Largest Hotel Company, Best Loyalty Program

Today were excited to share the news that Starwood Hotels & Resorts will join together with Marriott International to create the worlds largest hotel company. For our SPG members, this will mean even more choices in even more places, giving you access to 1.1 million rooms across 5,500 hotels in more than 100 countries.

As we look to bring together the very best of Starwood Preferred Guest and Marriott Rewards, we are confident that together we will create the most rewarding loyalty program in our industry. Our members are at the core of everything we do, and that will not change.

Today is the first day of a long journey as we combine our two companies. For now, we remain separate, and there is no change to your Starwood Preferred Guest (SPG) program status, your Starpoints or your existing reservations. You will continue to earn Starpoints and elite stay/night credit for your stays, and bonus Starpoints for any promotions in which are you are participating. There is no change to how you manage your SPG account or book reservations.

Over the coming months, as we have more to share, youll continue to be among the first to hear by e-mail, at spg.com and via twitter (@spg). In the meantime, we remain at your service wherever you need uswhether in our hotels, at spg.com, the SPG mobile app, or via our Customer Contact Centers.

[email protected]

Thyetus Lee | Social Media Specialist
Starwood Customer Contact Centre (AP) Pte Ltd
March 01, 2016
The U.S. Department of Justice and the U.S. Federal Trade Commission will not challenge the proposed merger between Marriott International and Starwood Hotels & Resorts. The waiting period for Marriott's filing with the FTC under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the merger's first regulatory hurdle, expired on Monday, meaning the deal is cleared to proceed. The Competition Bureau of Canada also will not challenge the transaction. According to Marriott, the companies are cooperating with competition authorities in other parts of the world to obtain approval of the deal. Marriott and Starwood will hold separate stockholder meetings on March 28 to vote on the merger.
http://investor.shareholder.com/MAR/...leaseID=958056
March 14, 2016
Announcement that a consortium including the Chinese company Anbang has made an unsolicited rival bid.
http://www.cnbc.com/2016/03/14/starw...6-a-share.html

March 18, 2016
Starwood determines that the Anbang bid is 'superior' and notifies Marriott of the intention to terminate the merger agreement.
Marriott have until March 28 to make a counter-bid that is as good as or better than Anbang.
Starwood is postponing its stockholder vote, which was scheduled for Monday, March 28th, to a new date to be determined after consultation with Marriott. Starwoods Board has not changed its recommendation in support of Starwoods merger with Marriott.
http://www.cnbc.com/2016/03/18/starw...e-in-cash.html

March 21, 2016
Starwood and Marriott sign a revised merger agreement after Marriott submit an increased bid which values Starwood stock at $85.36. This is now the 'superior' proposal.
Under the revised merger agreement Starwood is not allowed to engage in discussions with Anbang. However, Anbang may make another unsolicited offer, up until the time of the Starwood shareholder vote, which is April 8, 2016.

March 28, 2016
Starwood Hotels & Resorts Worldwide Inc. said it received a higher takeover offer from a group led by Anbang Insurance Group Co., putting the Chinese company back into battle with Marriott International Inc. for control of the hotel operator.
Starwood said its in negotiations with the Anbang group after receiving a nonbinding offer of $82.75 a share in cash, or about $14 billion, according to a statement Monday. That compares with Marriotts stock-and-cash offer valued at $75.91 a share, or about $12.8 billion, based on March 24ths closing price. Marriott, in its own statement Monday, reaffirmed its commitment to buy Starwood, saying its proposal offers stockholders greater long-term value.
Shares of Starwood rose 2.4 percent to $84.06 at 10:29 a.m. New York time. Marriott climbed 4 percent to $71.35.
The new offer from Anbang, which is working with J.C. Flowers & Co. and Primavera Capital, shows the insurer wont easily back down as it seeks to build its hotel holdings. The Beijing-based company last year purchased Manhattans landmark Waldorf Astoria for $1.95 billion, and is in a deal to acquire luxury-property owner Strategic Hotels & Resorts Inc. for about $6.5 billion. Gaining Starwood would add brands such as Sheraton, W and St. Regis, as well as about $4 billion worth of real estate.
Starwood said it received a non-binding bid of $81 a share on March 26 from the Anbang group, which increased its offer after subsequent discussions. Starwood is negotiating terms of a binding proposal and said it will carefully consider the outcome of its discussions with the consortium in order to determine the best course of action for shareholders.
http://www.bloomberg.com/news/articl...er-from-anbang

March 31, 2016

Chinas Anbang Drops Bid for Starwood Hotels
Operator of Sheraton, other hotels seen returning to Marriotts previous takeover offer

http://www.wsj.com/articles/chinas-a...way-1459455942
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Starwood: "Marriott and Starwood stockholders approve merger"

 
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Old Mar 21, 2016, 8:07 am
  #2431  
 
Join Date: Dec 2014
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Starwood is not allowed to engage in discussions with Angbang, but does that also mean that Angbang is not allowed to dangle a huge carrot, with a take it or leave it offer? I'm not saying that it will happen but it would interesting to see how complicated things can get. (Apologies if my question seems silly, I am no expert in business)
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Old Mar 21, 2016, 8:13 am
  #2432  
 
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Can Anbang counter - or not?

I've been looking at this deal all morning and it is a little hard for me to imagine Anbang simply walking away from this deal. While Marriott has indeed upped their offer, it is really not blowing the competition out of the water - is it? It is rumored that Anbang has very deep pockets. Would they simply just walk away over several hundred million? In some respects this looks like Marriott is 'sweetening' their $400 million 'walk away' fee to $450 million - exploiting the fact that Anbang will be forced to counter.

The Anbang deal is an all cash deal backed by the China Construction Bank - which is a state owned bank.

Again - it is hard to imagine China walking away from this deal when they know that the current offer by Marriott is probably maxed out - and Anbang has much MUCH deeper pockets.

is this wishful thinking?
MergerTalk is offline  
Old Mar 21, 2016, 8:14 am
  #2433  
JK
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Originally Posted by skimple
Is there a new timeline by which Anbang would have to submit a counter?
Originally Posted by Benjaminwjk
Starwood is not allowed to engage in discussions with Angbang, but does that also mean that Angbang is not allowed to dangle a huge carrot, with a take it or leave it offer? I'm not saying that it will happen but it would interesting to see how complicated things can get. (Apologies if my question seems silly, I am no expert in business)
There is no longer a deadline (that only applied to MAR as a provision within the original agreement)... Anbang can make a revised bid at any time prior to the deal closing, although I should imagine it would be sooner than later, if they were going to.

One thing several have missed, is that while there is speculation that Anbang may be an irrational buyer here, that doesn't necessarily apply to their Consortium partners, who may try to reign Anbang in. Worth keeping in mind. Of course, that doesn't mean Anbang couldn't go solo if they wanted to.
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Old Mar 21, 2016, 8:16 am
  #2434  
 
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Originally Posted by MergerTalk
it is a publicly owned company and Starwood could be sued for fiduciary malpractice if they refuse to consider counter-offers from Anbang. I'm not sure what exactly this language means - but, I do not believe Starwood is permitted to cut off all bids/offers before closing with Marriott - thus the $450 million cancellation fee.
Exactly!

There are many Wall Street lawyers fully ready to represent 'disenfranchised' HOT shareholders if its B of D does not do its fiduciary duties!

Oh the fun of watching all this unfold, and I am amazed that MAR is dumb enough to get into this bidding war! This could got $15B, $18B, or even $20B? Who knows what the Chinese are thinking right now, as the higher the bid, the better it is for the Chinese to move their wealth outside of China.

Even in the remote chance that MAR wins, the price tag is now so absurdly high that something has got to give.
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Old Mar 21, 2016, 8:16 am
  #2435  
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Originally Posted by MergerTalk
... it is hard to imagine China walking away from this deal when they know that the current offer by Marriott is probably maxed out - and Anbang has much MUCH deeper pockets.
Don't be so sure. A reminder headline from their conference call:

*MARRIOTT CEO SAYS CAN NEGOTIATE WITH STARWOOD IF ANBANG BOOSTS

MAR have clearly signaled their intent to stay involved.

P.S. Welcome to FT and the SPG Board!
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Old Mar 21, 2016, 8:19 am
  #2436  
 
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Originally Posted by rgrobins
MAR's loyalty program still tops Hilton/Hyatt/IHG IMHO.
If you can find more value in the MR program then that is great for your personal travel patterns. Others would beg to differ that MR is better than Hyatt or even some of the other programs you list.

This whole discussion isn't about if MR is better than HH/HGP/IHG PC but about how most Starwood members believe it is less of a rewarding program than SPG and about how a merger could negatively impact those benefits. I've let my MR membership slip to Silver since I never saw any benefits to the higher levels. Virtually all of my friends and co-workers are MR Platinum members due to their travel patterns and I can probably count on one hand how many times one of them has talked about a great suite upgrade either while on a business trip or even less while staying at a resort on vacation.
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Old Mar 21, 2016, 8:22 am
  #2437  
 
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I hope this drags out forever. Hell throw in a third bidder like Hyatt and let it drag on and on while I keep using my SNAs.
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Old Mar 21, 2016, 8:26 am
  #2438  
 
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shareholders

Originally Posted by sapguy
Exactly!

There are many Wall Street lawyers fully ready to represent 'disenfranchised' HOT shareholders if its B of D does not do its fiduciary duties!

Oh the fun of watching all this unfold, and I am amazed that MAR is dumb enough to get into this bidding war! This could got $15B, $18B, or even $20B? Who knows what the Chinese are thinking right now, as the higher the bid, the better it is for the Chinese to move their wealth outside of China.

Even in the remote chance that MAR wins, the price tag is now so absurdly high that something has got to give.
Marriott will just offer more 'savings' and 'synergies' like pulling rabbits out of a hat.

at some point i do hope the shareholders start to weigh in.
MergerTalk is offline  
Old Mar 21, 2016, 8:33 am
  #2439  
 
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So, worst case scenario is that MR wins this battle........which would be sad. I just have a question - Let's say the dust settles mid year; would it be fair to say that all levels ( Plat, Gold etc.,) that the current SPG members have would definitely be valid until the year end, as in end of February 2017. At that point they then might make any changes planned but not in the middle of the current year?
I know everything is speculation or hypothetical but honestly just trying to figure out my travel plans and if I'm staying with SPG or not etc., or do I transfer some more miles to Aeroplan etc.,
Bravada04 is offline  
Old Mar 21, 2016, 8:36 am
  #2440  
 
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I seem to remember reading somewhere that there was little interest on the part of the Chinese to make this a hostile take-over as they were already worried about regulatory acceptance of this big a merger by the US government.
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Old Mar 21, 2016, 8:38 am
  #2441  
 
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Originally Posted by MergerTalk
I've been looking at this deal all morning and it is a little hard for me to imagine Anbang simply walking away from this deal. While Marriott has indeed upped their offer, it is really not blowing the competition out of the water - is it? It is rumored that Anbang has very deep pockets. Would they simply just walk away over several hundred million? In some respects this looks like Marriott is 'sweetening' their $400 million 'walk away' fee to $450 million - exploiting the fact that Anbang will be forced to counter.

The Anbang deal is an all cash deal backed by the China Construction Bank - which is a state owned bank.

Again - it is hard to imagine China walking away from this deal when they know that the current offer by Marriott is probably maxed out - and Anbang has much MUCH deeper pockets.

is this wishful thinking?
Come on Anbang blow Mar out of the water, 15 billion plus fees
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Old Mar 21, 2016, 8:39 am
  #2442  
 
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Programs: UA 1K, Hertz Presidents Circle, Ritz Lifetime Platinum Premier, SPG Lifetime Platinum
Posts: 146
Originally Posted by christianj
If you can find more value in the MR program then that is great for your personal travel patterns. Others would beg to differ that MR is better than Hyatt or even some of the other programs you list.

This whole discussion isn't about if MR is better than HH/HGP/IHG PC but about how most Starwood members believe it is less of a rewarding program than SPG and about how a merger could negatively impact those benefits. I've let my MR membership slip to Silver since I never saw any benefits to the higher levels. Virtually all of my friends and co-workers are MR Platinum members due to their travel patterns and I can probably count on one hand how many times one of them has talked about a great suite upgrade either while on a business trip or even less while staying at a resort on vacation.
I get suite upgrades constantly at MAR, but I don't brag about them to my SPG friends. Not sure why I should expect to get something I didn't pay for, despite the fact that I'm in the top 3% of all Marriott/Ritz guests. You can always ask for them, but also, as someone traveling alone, why do I need 600 sqft for a 2 night stay when I spend 12-16 hours outside of the room?

I get you have these benefits, but your benefits are detrimental to HOT's financial performance. They have to be reduced if HOT is going to appease shareholders. Otherwise, HOT wouldn't feel the need to explore these strategic options in the first place. I used to get big discounts and benefits from being loyal at Circuit City. Look where that put them.

Hyatt 30% bonus for top tier status is a joke. So is 7-day email response times.
rgrobins is offline  
Old Mar 21, 2016, 8:46 am
  #2443  
 
Join Date: Aug 2015
Posts: 3
Originally Posted by sapguy
Even in the remote chance that MAR wins, the price tag is now so absurdly high that something has got to give.
Hopefully it's not our SPG points.
jxfl is offline  
Old Mar 21, 2016, 8:52 am
  #2444  
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Originally Posted by jxfl
Hopefully it's not our SPG points.
Pretty sure at the elevated price, every part of Starwood is going to be hit with deeper cuts.
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Old Mar 21, 2016, 8:55 am
  #2445  
 
Join Date: Jun 2009
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It's quite fun to see that some people try to defend MR.
The only arguments are : "more hotels then SPG" and.. oh, wait, that's it 
I'm quite sure that the people promoting MR are :
1 Affiliated with Marriott in some way
2 Do not understand SPG program
3 Travel mostly in rural US locations, where MR presence is indeed higher than SPG's on their employer's dime.

MR program is not even remotely comparable to SPG.

SPG Real upgrades to suites, sometimes really nice ones. MR will mostly do fake upgrades to "nicer view" and such, suites are specifically listed as not being part of upgrade inventory.
SPG Guaranteed 4PM checkout. MR you have to beg for 2PM
SPG 10 guaranteed suite upgrades. MR well, you can guess..
SPG 25 stays to get Plat. MR 75 nights
SPG Real working and very honest BRG. MR a fake one that will deny 90% of the claims
SPG Quite a few Exec lounges, some fantastic ones outside US. MR Sure, but ehm, we keep them closed on week-ends
SPG Points value and flexibility is amazing. If you use your points right, you can easily earn a round-trip intercontinental First class trip for approx. every 20 stays. MR nothing even comparable. Sure, you can always spend your points for a Fairfield Inn in the middle of nowhere, so MR fans can say "look, you wouldn't be able to do so with SPG" 

I could continue the list Of course, you can always find a rare exception where MR will provide decent value. The point is that this will remain an exception interesting to a huge minority, while SPG will constantly deliver.

At the end Marriott is a successful business. Should they win SPG will be dead and Marriott's business model program (MR) will take over. Everything else is simply PR talk.

Regards,

El Puerco Volante.
El Puerco Volante is offline  


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