WHISTLER, BC, (Sept. 23, 2016) — Whistler Blackcomb Holdings Inc. (TSX: WB) (“Whistler Blackcomb” or the “Company”) today announced that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have each recommended that Whistler Blackcomb shareholders vote in favour of the proposed strategic combination joining Whistler Blackcomb with Vail Resorts.
ISS and Glass Lewis are independent proxy advisory firms who, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional investors based on a careful review of disclosure materials.
In making its recommendation that Whistler Blackcomb shareholders vote in favour, Glass Lewis advised:
“The cash portion of the merger consideration provides shareholders with certainty of value for a significant portion of their Whistler shares, while the stock portion of the consideration will enable shareholders to benefit from the expected geographic diversification, economies of scale and potential future upside of the combined company.”
ISS stated the following regarding its recommendation that Whistler Blackcomb shareholders vote in favour:
“A vote FOR is warranted based on a review of the terms of the transaction, in particular, the significant implied premium and the reasonable strategic rationale.”
The strategic combination joining Whistler Blackcomb with Vail Resorts has been unanimously approved by the Whistler Blackcomb board of directors on the basis of, among other things, the significant value and future upside it provides for Whistler Blackcomb shareholders, as well as other benefits to Whistler Blackcomb, its neighboring communities and other stakeholders. To be effective, the transaction must be approved by a vote of at least 2/3 of the votes cast in person or by proxy by Whistler Blackcomb shareholders at the special meeting described below.
Shareholders representing 25 percent of Whistler Blackcomb’s common shares, including certain affiliates of KSL Capital Partners, Whistler Blackcomb’s largest shareholder, have entered into voting support agreements in connection with the transaction.
Whistler Blackcomb shareholders are urged to vote IN FAVOUR of the Arrangement prior to the proxy voting deadline of 1:00 pm (Vancouver time) on October 3, 2016.
Benefits of the Arrangement for Whistler Blackcomb shareholders include:
- Significant premium value – based upon closing stock prices and currency exchange rates as of August 30, 2016, the last trading day before the date of the Management Information Circular, the total consideration of $37.91 per Whistler Blackcomb share represents a premium of 53.9% over the Company’s 30-day volume-weighted average trading price as of August 5, 2016, the last trading day before announcement of the Arrangement.
- Cash certainty and participation in future growth and opportunity – Whistler Blackcomb shareholders will receive cash as well as Vail Resorts shares, providing the opportunity to continue to participate in any future increase in value of the combined company. The combined company is expected to benefit from significant geographic diversification and economies of scale.
Whistler Blackcomb Shareholder Voting:
Whistler Blackcomb shareholders are encouraged to review the Management Information Circular (“the Circular”) which provides details of the special meeting of holders of common shares of Whistler Blackcomb to be held on Wednesday, October 5, 2016 at 1:00 p.m. (Vancouver time) at the Fairmont Waterfront, Cheakamus Room, 900 Canada Place Way, Vancouver, British Columbia, Canada. The purpose of the special meeting of shareholders is to seek shareholder approval of the proposed combination pursuant to an arrangement agreement (the “Arrangement Agreement”) dated August 5, 2016 (“the Arrangement”).
The Circular was filed on SEDAR on September 6, 2016 and mailed to Whistler Blackcomb shareholders. The Circular and other materials are also available on Whistler Blackcomb’s investor relations website at: https://www.whistlerblackcomb.com/holdings/meeting-materials.
The proxy voting deadline is 1:00 pm (Vancouver time) on October 3, 2016.
Whistler Blackcomb shareholders who have questions regarding the Arrangement or require assistance with voting may contact the proxy solicitation agent below:
Laurel Hill Advisory Group
Toll Free: 1.877.452.7184
International: 1.416.304.0211 outside Canada and the USA
By Email: [email protected]
The proposed combination remains subject to customary closing conditions, including approval by Whistler Blackcomb shareholders and the BC Supreme Court, approval under the Investment Canada Act and clearance under the Competition Act (Canada). The transaction is expected to close in the fall of 2016.
ABOUT WHISTLER BLACKCOMB HOLDINGS INC.
The Company holds a 75% interest in each of Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership (the “Partnerships”), which, together, carry on the four season mountain resort business located in the Resort Municipality of Whistler, British Columbia (the “Resort Business”). The Company is the operating general partner of the Partnerships and as such manages the Resort Business. Whistler Blackcomb, the official alpine skiing venue for the 2010 Olympic Winter Games, is situated in the Coast Mountains of British Columbia, 125 kilometres (78 miles) north of Vancouver, British Columbia. North America’s largest four-season mountain resort, Whistler Mountain and Blackcomb Mountain are two side-by-side mountains, connected by the world record-breaking PEAK 2 PEAK Gondola, which combined offer over 200 marked runs, over 8,000 acres of terrain, 14 alpine bowls, three glaciers, receive on average over 1,170 centimetres (461 inches) of snow annually, and offer one of the longest ski seasons in North America. In the summer, Whistler Blackcomb offers a variety of activities, including hiking and biking trails, the Whistler Mountain Bike Park, and sightseeing on the PEAK 2 PEAK Gondola. Whistler Blackcomb Holdings Inc. is listed on the Toronto Stock Exchange under the symbol “WB”. Additional information is available on the Company’s website at www.whistlerblackcomb.com/holdings or under the Company’s SEDAR profile at www.sedar.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain certain forward-looking statements or information, within the meaning of applicable Canadian securities laws, which reflect the current view of the Company with respect to future events and financial performance. Forward-looking statements can often be identified by the use of forward-looking terminology such as “may”, “will”, “would”, “could”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “continue” or the negatives of such terms or variations of them or similar terminology. All forward-looking statements made by the Company are based on the opinions and estimates of management as of the date such statements are made and represent management’s best judgment based on certain factors and assumptions that management considers reasonable. The forward-looking statements and information contained in this press release are subject to risks and uncertainties, including but not limited to: failure to, in a timely manner, or at all, obtain the Regulatory Approvals and court approvals for the Arrangement, failure of the parties to otherwise satisfy the conditions to complete the Arrangement, the possibility that our Board of Directors could receive an Acquisition Proposal and approve a Superior Proposal (each, as defined in the Arrangement Agreement), the effect of the announcement of the Arrangement on our strategic relationships, operating results and business of Whistler Blackcomb generally, significant transaction costs or unknown liabilities, the risk of adverse actions that would prevent or hinder the completion of the Arrangement, failure to realize the expected benefits of the Arrangement, compliance with all applicable laws and other customary risks associated with transactions of a similar nature to the Arrangement, whether expressed or implied, risks relating to unfavourable weather conditions, the seasonality of our operations, availability of capital, competition from other ski and four season resorts, changes in laws, regulations and policies and failure to comply with any legal requirements, our reliance on our agreements with the Province of British Columbia and other parties to operate and further develop Whistler Blackcomb, the impact of any occurring natural disasters, risks related to growth projects and acquisitions, insufficient insurance against material claims or losses, risks relating to Whistler Blackcomb’s access to and use of debt financing (including the potential lack of availability of financing for Renaissance on satisfactory terms), negative economic, business and market conditions, satisfaction of conditions precedent to the commencement and completion of Renaissance (not all of which are in our control), decreases in leisure and business travel, capital expenditures, currency fluctuations, dependence on key employees and seasonal workforce, workforce risks (including labour for the construction of Renaissance), litigation or governmental investigations, safety and accident risks, environmental laws and regulations, risks related to privacy laws and information technology, and risks relating to third party interests and general economic conditions. In addition, if the Arrangement is not completed, and we continue as an independent entity, there are risks that the announcement of the Arrangement and the dedication of our resources to the completion of the Arrangement could have an adverse impact on our relationships with our stakeholders and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company. A more detailed description of these risks is available in the Company’s most recently filed annual information form and management’s discussion and analysis, which are available on the Company’s website and at www.sedar.com under the Company’s SEDAR profile.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements or information prove incorrect, actual results may vary materially from those described herein. Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, undue reliance should not be placed on forward-looking statements or information because the Company can give no assurance that such expectations will prove to be correct.
These forward-looking statements and information are made as of the date of this press release, and the Company has no intention and assumes no obligation to update or revise any forward-looking statements or information to reflect new events or circumstances, except as required by applicable Canadian securities laws.
SOURCE Whistler Blackcomb