Stockholders Approve Marriott-Starwood Deal

April 13, 2016

Hotel Pulitzer Amsterdam, a Starwood property

As predicted, Marriott International, Inc. and Starwood Hotels & Resorts Worldwide, Inc. announced that stockholders of both companies approved proposals on April 8 relating to Marriott’s acquisition of Starwood, which will create the world’s largest hotel company.

Holders of over 97 percent of Marriott shares present and voting at the meeting, representing over 79 percent of outstanding shares, voted in favor of a proposal to issue shares of Marriott common stock in connection with the transaction. Holders of over 95 percent of Starwood shares present and voting at the meeting, representing over 63 percent 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,” said Arne Sorenson, Marriott’s president and chief executive officer. “We appreciate the stockholders’ vote of confidence in our ability to drive long-term value and opportunity as a combined company.”

According to Thomas B. Mangas, Starwood’s chief executive officer, the vote is a significant step toward closing negotiations that began in November.

“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,” Mangas said.

Upon finalization of the deal, 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 premerger 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.

Marriott International, Inc. has more than 4,400 properties in 87 countries and territories. Marriott International reported revenues of more than $14 billion in fiscal year 2015. S tarwood Hotels & Resorts Worldwide, Inc. has nearly 1,300 properties in approximately 100 countries.