HNA Tourism Group Enters Agreement with Carlson Hospitality Group for the Acquisition of Carlson Hotels

  • Carlson Hotels Worldwide
  • 04.28.16
HNA Tourism Group Co., Ltd., a division of HNA Group Co., Ltd., a Fortune Global 500 company with operations across aviation, tourism, hospitality, finance and online services among other sectors, and Carlson Hospitality Group, Inc. announced they have entered an agreement, for the acquisition of Carlson Hotels, Inc.

Carlson Hotels, Inc. owns the Quorvus Collection, Radisson Blu®, Radisson®, Radisson RED, Park Plaza®, Park Inn® by Radisson, Country Inns & Suites By CarlsonSM brands and the Club CarlsonSM global hotel rewards program.

The combination of HNA Tourism Group and Carlson Hotels will have increased ability to accelerate growth through investments in areas such as digital, owned assets in major gateway cities, building of Radisson RED and other new brands.

“Carlson Hotels own a powerful set of global brands and this historic agreement provides tremendous opportunities for growth,” said David P. Berg, Carlson Hospitality Group chief executive officer. “We look forward to working within HNA Tourism Group, a greatly respected global enterprise, in what will be an exciting new chapter in the history of Carlson Hotels. As part of HNA Tourism Group, Carlson Hotels will have an opportunity to advance our commitment to providing guests with hospitality worldwide."

“Since my grandfather, Curt Carlson, founded our company in 1938, our family has run businesses that create opportunity for people and positive change in the world,” said Diana Nelson, Carlson Board chair. “Hospitality is in our hearts, which made this a difficult decision. We strongly believe that selling our hotel business to HNA Tourism Group, a company that fully recognizes its value and heritage, is the best way for us to position it for success and to be true to my grandfather’s legacy in the long term.”

“We have great respect for the Carlson family and a deep appreciation for its history and special culture,” said Haibo Bai, HNA Tourism Group board member and HNA Hospitality Group chairman and CEO. “Carlson Hotels’ global success and strong, sustainable growth potential is a testament to their world-class brands, continuous innovation, excellent management, and unique employee-focused culture, all of which we will build upon as part of this combination to establish our presence in the U.S. market and expand our footprint in hospitality internationally. We look forward to working together with their management team, employees, franchisee partners, suppliers and customers to accelerate growth by investing substantially in the business.”

Under terms of the Agreement, which were unanimously approved by the Carlson Board of Directors, HNA Tourism Group will acquire all of Carlson Hotels, including its approximately 51.3 percent majority stake in Rezidor Hotel Group AB (publ) (“Rezidor”), Carlson Hotel’s master licensee based in Brussels, with hotels in Europe, the Middle East and Africa. Since the closing of the Transaction will result in an indirect change of control in Rezidor, HNA Tourism Group would, under Swedish takeover rules, be obliged to launch a mandatory public tender offer for the remaining approximately 48.7 percent of Rezidor, within four weeks after the closing of the Transaction if the ownership in Rezidor is not sold down below 30 percent. Hence, HNA Tourism Group may, during these four weeks following closing of the Transaction, decide whether to launch a mandatory public tender offer for the remaining shares in Rezidor or sell down its ownership in Rezidor below 30 percent. If HNA Tourism Group decides to launch a mandatory public tender offer, according to Swedish takeover rules and as per a ruling from the Swedish Securities Council (“SSC”)[1], the minimum price in such mandatory tender offer would be the 20-trading day volume weighted average price (VWAP) immediately before the announcement of the signing of the Agreement to acquire Carlson Hotels dated April 27, 2016. HNA Tourism Group will give further information about such potential mandatory tender offer in due course, upon closing of the Transaction.

The Transaction is subject to receipt of regulatory approvals and other customary closing conditions, and is expected to close in the second half of (calendar) 2016.

Management & Governance

When the Transaction closes, David P. Berg, CEO of Carlson Hospitality Group Inc., will remain as CEO of the new organization.

Commitment to Communities

Understanding the need to preserve Carlson’s values, heritage and community connections, HNA Tourism Group has pledged to maintain Minnetonka, Minn., as its headquarters for the new organization.

Advisors

Advisors for this Transaction include: Morgan Stanley and BDT & Company as financial advisors; Freshfields Bruckhaus Deringer LLP, and Advokatfirman Vinge KB as legal advisors to Carlson Hotels. J.P. Morgan and Benedetto, Gartland & Company as financial advisors and Hogan Lovells and Advokatfirman Lindahl KB as legal advisors to HNA Tourism Group.
 
[1] Ruling AMN 2016:10.


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