Marriott International and Starwood Hotels & Resorts Worldwide announced that at
separate special stockholder meetings today the stockholders of both companies approved
proposals relating to Marriott’s acquisition of Starwood, which will create the world’s largest
Holders of over 97% of Marriott shares present and voting at the meeting, representing over 79%t of outstanding shares, voted in favor of a proposal to issue shares of Marriott common stock in connection with the transaction, and holders of over 95% of Starwood shares present and voting at the meeting, representing over 63% of outstanding
shares, voted in favor of a proposal to approve the transaction.
“With today’s successful stockholder approval milestone, we are that much closer to completing our transaction. Our
teams continue to plan the integration of our two companies, and we are committed to a timely
and smooth transition. We appreciate the stockholders’ vote of confidence in our ability to drive
long-term value and opportunity as a combined company”, said Arne Sorenson, Marriott’s president and chief executive officer. “Today’s vote is a significant step toward closing, and we are grateful for the continued enthusiasm and support for thismerger. There is no doubt that this transaction puts our company on the best path forward and
we remain excited about the opportunity this combination will create for our stockholders, associates, owners and guests”, stated Thomas B. Mangas, Starwood’s chief executive officer. At closing Starwood stockholders will receive 0.8 shares of Marriott common stock plus $21.00 in cash for each share of Starwood common stock.
As previously announced, the parties have cleared the pre-merger antitrust review in the United
States and Canada and multiple other jurisdictions. The transaction remains on track to close
mid-2016 pending completion of Starwood’s planned divestiture of its timeshare business
expected on or around April 30, 2016, obtaining remaining regulatory approvals, including in the
European Union and China, and the satisfaction of other customary closing conditions.
Lazard and Citigroup are serving as financial advisors to Starwood Hotels & Resorts Worldwide
and Deutsche Bank Securities is the financial advisor to Marriott International. Cravath, Swaine
& Moore is serving as legal counsel to Starwood Hotels & Resorts Worldwide and Gibson, Dunn
& Crutcher is serving as legal counsel to Marriott International on the transaction.