The transaction has been unanimously approved by the Four Seasons board. Shareholders still must vote on the transaction. A vote is scheduled for April. Voters representing two-thirds of the shares must approve the plan.

Four Seasons operates in 31 countries and its properties account for four of the top 10 properties in the world as ranked by Conde Nast Traveler. Sharp says the transaction is "the best way to preserve and expand the long-term strategy, vision and core values of Four Seasons."

Per the agreement, holders of the outstanding shares of Four Seasons (other than Kingdom, Cascade and certain of their affiliates) would receive US $82 cash per share, which represents a 28.4% premium over the shares' closing price on November 3, the last trading day on the NYSE before the announcement of the proposed transaction, and a 33.1% premium over the six-month weighted average closing price preceding that date.

Upon completion of the transaction, Triples, which is the Sharp family's holding company, would hold a significant continuing interest in Four Seasons and, as chairman and CEO, Sharp would continue to be directly involved in all aspects of the operations of the company and its strategic direction. In addition, Sharp would be entitled to $289 million relates to along-term incentive agreement that shareholders approved in 1989.

The official purchaser is FS Acquisition Corp. Debt financing for the acquisition is being provided by Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank NA. The transaction is expected to close by the end of the second quarter.

The transaction comes less than a year after another Toronto-based hotel chain was acquired. In April, Kingdom & Colony Capital LLC acquired Fairmont Hotels & Resorts Inc. for $3.24 billion.

Instant Insights /

Four Seasons Going Private in $3.8B Deal

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