ILG (Nasdaq: ILG) today announced that it will hold a special
meeting of its stockholders at 9 a.m. Eastern time on August 28,
2018 at ILG’s corporate offices, at which ILG stockholders will
vote on the previously announced proposed merger (the “Merger”) of
ILG and Marriott Vacations Worldwide Corporation (NYSE: VAC)
(“Marriott Vacations Worldwide”), and related matters pursuant to
the Agreement and Plan of Merger dated as of April 30, 2018 (the
“Merger Agreement”), by and among Marriott Vacations Worldwide,
ILG, Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt
Merger Sub, Inc., and Volt Merger Sub LLC.
ILG stockholders of record at the close of business on July 13,
2018 will be entitled to receive notice of the special meeting and
to vote at the special meeting. The parties currently expect
closing to occur on the third business day after the satisfaction
or waiver of all of the conditions to closing, including receipt of
ILG stockholder approval and Mexican anti-trust approval.
About ILG
ILG is a leading provider of professionally delivered vacation
experiences and the exclusive global licensee for the Hyatt®,
Sheraton®, and Westin® brands in vacation ownership. The company
offers its owners, members, and guests access to an array of
benefits and services, as well as world-class destinations through
its international portfolio of resorts and clubs. ILG’s operating
businesses include Aqua-Aston Hospitality, Hyatt Vacation
Ownership, Interval International, Trading Places International,
Vacation Resorts International, VRI Europe, and Vistana Signature
Experiences. Through its subsidiaries, ILG independently owns and
manages the Hyatt Residence Club program and uses the Hyatt
Vacation Ownership name and other Hyatt marks under license from
affiliates of Hyatt Hotels Corporation. In addition, ILG’s Vistana
Signature Experiences, Inc. is the exclusive provider of vacation
ownership for the Sheraton and Westin brands and uses related
trademarks under license from Starwood Hotels & Resorts
Worldwide, LLC. Headquartered in Miami, Florida, ILG has offices in
15 countries and more than 10,000 associates. For more information,
visit www.ilg.com.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
Information included or incorporated by reference in this
communication, and information which may be contained in other
filings with the Securities and Exchange Commission (the “SEC”) and
press releases or other public statements, contains or may contain
“forward-looking” statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995 or by the SEC in
its rules, regulations and releases. These forward-looking
statements include, among other things, statements of plans,
objectives, expectations (financial or otherwise) or
intentions.
Forward-looking statements are any statements other than
statements of historical fact, including statements regarding ILG,
Inc.’s (the “Company”) and Marriott Vacations Worldwide
Corporation’s (“MVW”) expectations, beliefs, hopes, intentions or
strategies regarding the future. Among other things, these
forward-looking statements may include statements regarding the
proposed combination of the Company and MVW; our beliefs relating
to value creation as a result of a potential combination of the
Company and MVW; the expected timetable for completing the
transactions; benefits and synergies of the transactions; future
opportunities for the combined company; and any other statements
regarding the Company’s and MVW’s future beliefs, expectations,
plans, intentions, financial condition or performance.
In some cases, forward-looking statements can be identified by
the use of words such as “may,” “will,” “expects,” “should,”
“believes,” “plans,” “anticipates,” “estimates,” “predicts,”
“potential,” “continue,” or other words of similar meaning.
Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those discussed in, or implied by, the forward-looking
statements. Factors that might cause such a difference include, but
are not limited to, general economic conditions, our financial and
business prospects, our capital requirements, our financing
prospects, our relationships with associates and labor unions, our
ability to consummate potential acquisitions or dispositions, our
relationships with the holders of licensed marks, and those
additional factors disclosed as risks in other reports filed by us
with the Securities and Exchange Commission, including those
described in Part I of the Company’s most recently filed Annual
Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K as
well as in MVW’s most recently filed Annual Report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K and in the preliminary
joint proxy statement/prospectus included in the registration
statement on Form S-4 filed by MVW with the SEC on June 6, 2018,
and any amendments thereto.
Other risks and uncertainties include the timing and likelihood
of completion of the proposed transactions between the Company and
MVW, including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals for the proposed
transactions that could reduce anticipated benefits or cause the
parties to abandon the transactions; the possibility that the
Company’s stockholders may not approve the proposed transactions;
the possibility that MVW’s stockholders may not approve the
proposed transactions; the possibility that the expected synergies
and value creation from the proposed transactions will not be
realized or will not be realized within the expected time period;
the risk that the businesses of the Company and MVW will not be
integrated successfully; disruption from the proposed transactions
making it more difficult to maintain business and operational
relationships; the risk that unexpected costs will be incurred; the
ability to retain key personnel; the availability of financing; the
possibility that the proposed transactions do not close, including
due to the failure to satisfy the closing conditions; as well as
more specific risks and uncertainties. You should carefully
consider these and other relevant factors, including those risk
factors in this communication and other risks and uncertainties
that affect the businesses of the Company and MVW described in
their respective filings with the SEC, when reviewing any
forward-looking statement. These factors are noted for investors as
permitted under the Private Securities Litigation Reform Act of
1995. We caution readers that any such statements are based on
currently available operational, financial and competitive
information, and they should not place undue reliance on these
forward-looking statements, which reflect management’s opinion only
as of the date on which they were made. Except as required by law,
we disclaim any obligation to review or update these
forward-looking statements to reflect events or circumstances as
they occur.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is not
intended to and does not constitute an offer to buy, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
IMPORTANT INFORMATION AND WHERE TO FIND IT
The proposed transaction involving the Company and MVW will be
submitted to the Company’s stockholders and MVW’s stockholders for
their consideration. In connection with the proposed transaction,
MVW prepared a registration statement on Form S-4 that included a
preliminary joint proxy statement/prospectus for the stockholders
of the Company and MVW and was filed with the Securities and
Exchange Commission (the “SEC”) on June 6, 2018, and each will mail
the definitive joint proxy statement/prospectus to their respective
stockholders and will file other documents regarding the proposed
transaction with the SEC. These preliminary materials are not yet
final and will be amended.
This communication is not intended to be, and is not, a
substitute for such filings or for any other document that the
Company or MVW may file with the SEC in connection with the
proposed transaction.
SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT ON FORM S-4 AND
THE JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR
ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
registration statement, the joint proxy statement/prospectus and
other relevant materials and any other documents filed or furnished
by the Company or MVW with the SEC may be obtained free of charge
at the SEC’s web site at www.sec.gov. In addition, security holders
will be able to obtain free copies of the registration statement
and the joint proxy statement/prospectus from the Company by going
to its investor relations page on its corporate web site at
www.ilg.com and from MVW by going to its investor relations page on
its corporate web site at www.marriottvacationsworldwide.com.
PARTICIPANTS IN THE SOLICITATION
The Company, MVW, their respective directors and certain of
their respective executive officers and employees may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information about the Company’s directors
and executive officers is set forth in its Annual Report on Form
10-K for the year ended December 31, 2017, which was filed with the
SEC on March 1, 2018 and in its definitive proxy statement filed
with the SEC on May 7, 2018, and information about MVW’s directors
and executive officers is set forth in its Annual Report on Form
10-K for the year ended December 31, 2017, which was filed with the
SEC on February 27, 2018, and in its definitive proxy statement
filed with the SEC on April 3, 2018. These documents are available
free of charge from the sources indicated above, and from the
Company by going to its investor relations page on its corporate
web site at www.ilg.com and from MVW by going to its investor
relations page on its corporate web site at
www.marriottvacationsworldwide.com. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed transaction is presented in
the joint proxy statement/prospectus included in the registration
statement on Form S-4 filed by MVW with the SEC on June 6, 2018 and
may be included in other relevant materials that the Company and
MVW file with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20180703005057/en/
ILGInvestor Contact:Lily Arteaga, 305-925-7302Investor
RelationsLily.Arteaga@ilg.comorMedia Contact:Christine
Boesch, 305-925-7267Corporate
CommunicationsChris.Boesch@ilg.com
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