Fortress is a global investment and asset management firm with approximately $23 billion in equity capital under management. It was founded in 1998 and has its headquarters in New York. Its affiliates have offices in Dallas, Frankfurt, Geneva, Hong Kong, London, Rome, San Diego, Sydney and Toronto. Fortress is using funds managed by its affiliates to make the all-cash deal.
The sale price represents a 20 per cent premium over Intrawest's closing price on Feb. 27, 2006, the last trading day before the company announced its intention to review its strategic options, and a 32 per cent premium over the closing price prior to the announcement of the offer.
"Following a thorough review of all strategic options to maximize value for Intrawest's shareholders, which included the appointment of a Special Committee of Directors to oversee the process, the board of directors of Intrawest has determined that the transaction with Fortress is the best alternative for the shareholders and is in the best interests of the company," said Gordon MacDougall, lead director of Intrawest." The Intrawest board has unanimously recommended that the shareholders of Intrawest approve the transaction."
"I am pleased with the result of our review of strategic alternatives that was announced on February 28, 2006," said Joe Houssian, chairman and chief executive officer of Intrawest. "Over the past five months, we have thoroughly analyzed the financial and strategic options for the company and believe that the value inherent in this transaction is in the best interests of all of our shareholders. Fortress was attracted by our assets, people, business strategies and loyal customer base and is able to support Intrawest becoming a global leader across all of our businesses."
"Fortress has a disciplined strategy of acquiring asset-based businesses with high quality platforms and Intrawest is truly unique in this regard," said Wesley R. Edens, principal and chairman of the management committee of Fortress Investment Group LLC. "We have a great opportunity to continue Intrawest's evolution into a leading global leisure player and look forward to working with its management team, employees and partners."
The transaction will be carried out by way of a statutory plan of arrangement and must be approved by the applicable court and by 66 2/3 per cent of the votes cast by holders of Intrawest shares. Closing is also subject to customary conditions of closing, including regulatory approvals. The closing of the transaction is not subject to any financing condition. The proposed transaction is expected to close in October 2006, shortly after receipt of shareholder and court approvals.
Goldman, Sachs & Co. acted as financial advisor and McCarthy TÃ©trault acted as legal advisor to Intrawest Corporation. Farris, Vaughan, Wills & Murphy LLP provided legal advice to the Special Committee. Lehman Brothers Inc. acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Goodmans LLP acted as legal advisors to Fortress. Lehman Brothers, Deutsche Bank and Bear Stearns provided a debt financing commitment for this acquisition.