Marriott International, Inc. (NASDAQ: MAR) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today announced their merger transaction has received approval from the Chinese Ministry of Commerce (MOFCOM). As this was the last regulatory approval required to complete the merger, Marriott and Starwood are now able to proceed with closing the transaction and expect the transaction to be completed before the market opens on September 23, pending satisfaction of customary closing requirements. Upon closing, Marriott will solidify its status as the world’s largest hotel company.
In conjunction with the merger closing, Starwood expects its shares will cease trading on the New York Stock Exchange before market open on September 23, 2016. As previously announced, Starwood shareholders will receive $21.00 in cash and 0.80 shares of Marriott International, Inc. Class A common stock for each share of Starwood Hotels & Resorts Worldwide, Inc. common stock.
Assuming that the transaction closes as expected, former Starwood shareholders will be entitled to receive Marriott’s quarterly cash dividend of 30 cents ($0.30) per share of Marriott common stock that Marriott’s Board of Directors declared on September 13, 2016 and which is payable to all Marriott shareholders of record at the close of business on September 23, 2016. In that case, Starwood’s former public shareholders will not receive the dividend declared by Starwood’s Board of Directors on September 13, 2016. The dividend to Marriott shareholders, including the former Starwood shareholders, will be paid on September 30, 2016.
The parties’ plans for closing the merger transaction and delisting Starwood Hotels & Resorts shares are “forward-looking statements” within the meaning of U.S. federal securities laws, and are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including the satisfaction of customary closing requirements and other risk factors that we identify in Marriott’s and Starwood’s most recent quarterly reports on Form 10-Q and in the joint proxy statement / prospectus on Form S-4 that Marriott filed with the U.S. Securities and Exchange Commission on February 16, 2016. Any of these factors could cause actual results to differ materially from the expectations we express or imply in this press release. We make these forward-looking statements as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.