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Press Release: Barcelo Crestline Corporation
October 19, 2004
MCLEAN, VA -- Barcelo Crestline Corporation, the parent company of Crestline Hotels & Resorts, Inc. and one
of the leading hotel management and leasing companies in North America, announced yesterday that it has submitted
a proposal to acquire all shares of Class A Common Stock of John Q. Hammons Hotels, Inc. (Amex: JQH) for $13.00
in cash per Class A share. The proposal was made to John Q. Hammons Hotels, Inc. Board of Directors and represents
a premium of approximately 15% over Friday's closing market price of $11.31 and 32% over the average price of John
Q. Hammons Hotels, Inc. shares over the past six months of $9.86.
Barcelo Crestline Corporation also announced that it has entered into an agreement with majority shareholder, John
Q. Hammons, in which Mr. Hammons agreed to support the proposed acquisition and will participate in the acquiring
company by exchanging all of his other equity interests in John Q. Hammons Hotels, L.P. and John Q. Hammons Hotels,
Inc. for preferred equity in the acquiring company. Mr. Hammons and his affiliates own 76% of the combined equity
interests in John Q. Hammons Hotels, Inc. and John Q. Hammons Hotels, L.P. and 77% of the voting power in John
Q. Hammons Hotels, Inc. Deutsche Bank Securities, Inc. advised Barcelo Crestline in the transaction.
Bruce Wardinski, President and CEO of Barcelo Crestline stated, "Our business plan has been, and continues
to be, to look for ways to grow our organization and infrastructure to create value for our owners and partners."
Upon completion of this proposed merger, Barcelo Crestline Corporation plans to combine the John Q. Hammons Hotels,
Inc. hotel management business with its own management business, resulting in approximately 190 hotels under management
and lease in the United States. The combined management entities of Crestline Hotels and Resorts, Inc. and John
Q. Hammons Hotels, Inc. will be renamed Barcelo Hammons Hotels and Resorts, Inc. The new structure, along with
the international hospitality component of Barcelo Crestline's parent company, Barcelo Hotels & Resorts of
Spain, will result in significant global positioning for all involved. "With a 46-year career in the lodging
business, and a great reputation for excellence, Mr. John Q. Hammons is one of the most highly respected hotel
industry legends. I am enthusiastically looking forward to a great partnership with him as we move forward,"
added Mr. Wardinski.
Mr. Hammons noted, "Barcelo Crestline Corporation is a fine organization with excellent management and knowledgeable,
international ownership. Over the years, John Q. Hammons Hotels, Inc. has built an outstanding portfolio of hospitality
properties and established a very strong market presence. Significant value has been created for our shareholders."
Mr. Hammons added, "We are pleased that this transaction will allow John Q. Hammons Hotels and Resorts to
privately continue development of its hotel and resort portfolio across the United States." John Q. Hammons
Hotels and Resorts, a privately owned company, currently owns a portfolio of 27 hotels and resorts operating and
under construction in 17 states.
Barcelo Crestline Corporation expects the Board of Directors of John Q. Hammons Hotels, Inc. to form a special
committee of independent directors to consider the proposal with the assistance of outside financial and legal
advisors and to negotiate the proposal with Barcelo Crestline Corporation. Directors of John Q. Hammons Hotels,
Inc. affiliated with Mr. Hammons will not participate in the evaluation of the proposal.
If negotiations with the special committee are successful, Barcelo Crestline Corporation expects to file appropriate
materials with the Securities and Exchange Commission and mail such materials to John Q. Hammons Hotels, Inc. shareholders.
Barcelo Crestline Corporation currently contemplates the transaction would be implemented through a cash merger
that would be completed in early January 2005.
The proposal is subject to due diligence, negotiation and execution of mutually satisfactory definitive agreements,
and other customary conditions.
John Q. Hammons Hotels, Inc. shareholders and other interested parties are urged to read the relevant documents
filed with the SEC when they become available because they will contain important information. John Q. Hammons
Hotels, Inc. shareholders will be able to obtain such documents, free of charge, at the SEC's web site: www.sec.gov
or from John Q. Hammons Hotels, Inc. at 300 John Q. Hammons Parkway, Suite 900, Springfield, MO 65806.
About Barcelo Crestline Corporation
Barcelo Crestline Corporation is a hotel management and opportunistic real estate company. Barcelo Crestline was
formed in June 2002 with the acquisition of Crestline Capital Corporation by Barcelo Hotels & Resorts (Barcelo)
of Spain. Crestline Capital Corporation was spun-off from Host Marriott Corporation, a public company, on December
29, 1998 when Host Marriott converted to a Real Estate Investment Trust (REIT). The company, along with its wholly
owned subsidiary Crestline Hotels & Resorts, manages and leases over 125 hotels, resorts, conference and convention
centers throughout the United States. Crestline manages quality properties independently and under such well-regarded
brands as Marriott, Hilton, Renaissance, Crowne Plaza, Holiday Inn, Hilton Garden Inn, Courtyard by Marriott, Residence
Inn, Staybridge Suites, and Radisson. Additional information about Barcelo Crestline is available at the company's
web site: http://www.barcelocrestline.com.
About John Q. Hammons Hotels, Inc.
John Q. Hammons Hotels, Inc. is a leading independent owner and manager of affordable upscale, full service hotels
located primarily in key secondary markets. The company owns 46 hotels located in 20 states, containing 11,370
guest rooms or suites, and manages 14 additional hotels located in seven states containing 3,158 guest rooms or
suites. The majority of these 60 hotels operate under the Embassy Suites, Holiday Inn and Marriott trade names.
Most of the hotels are located near a state capitol, university, convention center, corporate headquarters, office
park or other stable demand generator. Additional information is available at the company's web site: http://www.jqhhotels.com.
About Barcelo Hotels & Resorts
Barcelo is one of the world's largest hospitality and travel management companies and is based in Palma de Mallorca,
Spain. The company is 100% owned by the Barcelo family and has been run by three generations of family members.
Barcelo and its affiliates own, manage and lease hotels in 16 countries across 4 continents. Additional information
about Barcelo is available at the company's website: http://www.barcelo.com.
Note: Certain matters discussed herein are forward-looking statements within the meaning of the Private Litigation
Reform Act of 1995. Certain, but not necessarily all, of such statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates" or "anticipates" or the negative thereof or comparable terminology. All forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause the actual transactions,
results, performance or achievements of the Company to be materially different from any future transactions, results,
performance or achievements expressed or implied by such forward-looking statements. These may include: (i) national
and local economic and business conditions or governmental regulations that will affect demand, prices, wages or
other costs for hotels; (ii) the level of rates and occupancy that can be achieved by such properties; (iii) the
Company's ability to compete.
Source: Barcelo Crestline Corporation