The partial takeover bid would be attempted by Icahn Partners LPand Icahn Partners Master Fund LP, which together already own about9.3% of Fairmont's common shares, according to Fairmont. Icahn saidFriday the companies plan to launch a $1.18-billion cash offer toobtain a controlling 51% in the luxury hotel chain, which equatesto 29.6 million shares at $40 per share. Fairmont shares were up$2.09 or 5.39% in midday trading Friday to $40.88. About 3.62million shares have traded hands, which is more than five times thestock's average daily volume.

If and when an actual takeover bid is commenced, Fatt saysFairmont's board of directors will promptly make a formalrecommendation to shareholders. "A tender offer for shares that,were it successful, would give Mr. Icahn control of 51% of[Fairmont] without paying a takeover premium to all shareholderswould be unacceptable," says Fatt.

Fairmont's managed portfolio consists of 88 luxury andfirst-class properties with approximately 33,000 guestrooms in theUS, Canada, Mexico, Bermuda, Barbados, United Kingdom, Monaco,Kenya and the United Arab Emirates. In addition to hotelmanagement, Fairmont holds real estate interests in 27 propertiesand an approximate 24% investment interest in Legacy Hotels RealEstate Investment Trust, which owns 24 properties.

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