HNA Tourism Group Enters Agreement With Carlson Hospitality Group For The Acquisition Of Carlson Hotels, Inc.

Travel and Lifestyle Press Releases Thursday April 28, 2016 09:08

The combination of HNA Tourism Group and Carlson Hotels to have robust presence in international hospitality, with increased ability to accelerate growth, expand key brands, and strengthen its best-in-class hospitality experience for its guests. Carlson Hotels headquarters to remain in Minnetonka, Minn.

HNA Tourism Group Co., Ltd. ("HNA Tourism Group"), a division of HNA Group Co., Ltd., a Fortune Global 500 company with operations across aviation, tourism, hospitality, finance, and online services among other sectors, and Carlson Hospitality Group, Inc. today announced they have entered an agreement ("Agreement"), for the acquisition of Carlson Hotels, Inc.("Carlson Hotels"), which owns the Quorvus Collection, Radisson Blu(R), Radisson(R), Radisson RED, Park Plaza(R), Park Inn(R) by Radisson, Country Inns & Suites By Carlson(SM) brands and the Club Carlson(SM) global hotel rewards program.

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The combination of HNA Tourism Group and Carlson Hotels will have increased ability to accelerate growth through investments in areas such as digital, owned assets in major gateway cities, building of Radisson RED and other new brands.

"Carlson Hotels own a powerful set of global brands and this historic agreement provides tremendous opportunities for growth," said David P. Berg, Carlson Hospitality Group chief executive officer. "We look forward to working within HNA Tourism Group, a greatly respected global enterprise, in what will be an exciting new chapter in the history of Carlson Hotels. As part of HNA Tourism Group, Carlson Hotels will have an opportunity to advance our commitment to providing guests with hospitality world-wide," added Mr. Berg.

"Since my grandfather, Curt Carlson, founded our company in 1938, our family has run businesses that create opportunity for people and positive change in the world," said Diana Nelson, Carlson Board chair. "Hospitality is in our hearts, which made this a difficult decision. We strongly believe that selling our hotel business to HNA Tourism Group, a company that fully recognizes its value and heritage, is the best way for us to position it for success and to be true to my grandfather's legacy in the long term."

"We have great respect for the Carlson family and a deep appreciation for its history and special culture," said Bai Haibo, HNA Tourism Group's Board Member and HNA Hospitality Group's Chairman and CEO. "Carlson Hotels' global success and strong, sustainable growth potential is a testament to their world-class brands, continuous innovation, excellent management, and unique employee-focused culture, all of which we will build upon as part of this combination to establish our presence in the U.S. market and expand our footprint in hospitality internationally. We look forward to working together with their management team, employees, franchisee partners, suppliers and customers to accelerate growth by investing substantially in the business."

Under terms of the Agreement, which were unanimously approved by the Carlson Board of Directors, HNA Tourism Group will acquire all of Carlson Hotels, including its approximately 51.3 percent majority stake in Rezidor Hotel Group AB (publ) ("Rezidor"), Carlson Hotel's master licensee based in Brussels, with hotels in Europe, the Middle East and Africa. Since the closing of the Transaction will result in an indirect change of control in Rezidor, HNA Tourism Group would, under Swedish takeover rules, be obliged to launch a mandatory public tender offer for the remaining approximately 48.7 percent of Rezidor, within four weeks after the closing of the Transaction if the ownership in Rezidor is not sold down below 30 percent. Hence, HNA Tourism Group may, during these four weeks following closing of the Transaction, decide whether to launch a mandatory public tender offer for the remaining shares in Rezidor or sell down its ownership in Rezidor below 30 percent. If HNA Tourism Group decides to launch a mandatory public tender offer, according to Swedish takeover rules and as per a ruling from the Swedish Securities Council ("SSC")[1], the minimum price in such mandatory tender offer would be the 20-trading day volume weighted average price (VWAP) immediately before the announcement of the signing of the Agreement to acquire Carlson Hotels dated April 27, 2016. HNA Tourism Group will give further information about such potential mandatory tender offer in due course, upon closing of the Transaction.

The Transaction is subject to receipt of regulatory approvals and other customary closing conditions, and is expected to close in the second half of (calendar) 2016.
Management & Governance
When the Transaction closes, David P. Berg, CEO of Carlson Hospitality Group Inc., will remain as CEO of the new organization.
Commitment to Communities
Understanding the need to preserve Carlson's values, heritage and community connections, HNA Tourism Group has pledged to maintain Minnetonka, Minn., as its headquarters for the new organization.

Advisors for this Transaction include: Morgan Stanley and BDT & Company as financial advisors; Freshfields Bruckhaus Deringer LLP, and Advokatfirman Vinge KB as legal advisors to Carlson Hotels. J.P. Morgan and Benedetto, Gartland & Company as financial advisors and Hogan Lovells and Advokatfirman Lindahl KB as legal advisors to HNA Tourism Group.

Additional materials regarding the transaction are available at .

Carlson Hotels is one of the world's largest and most dynamic hotel groups and includes 1,400 hotels in operation and under development with more than 220,000 rooms and a footprint spanning 115 countries and territories. The Carlson Hotels portfolio includes a powerful set of global brands: Quorvus Collection, Radisson Blu(R), Radisson(R), Radisson RED, Park Plaza(R); Park Inn(R) by Radisson, Country Inns & Suites By CarlsonSM and Club CarlsonSM, the global hotel rewards program. Carlson Hotels holds 51.3 percent ownership stake in The Rezidor Hotel Group, based in Brussels, who is the company's master licensee for its brands in Europe, Middle East and Africa. Carlson Hotels and its brands employ 90,000 people worldwide.

ABOUT HNA Tourism Group Co. Ltd.

HNA Tourism Group Co., Ltd. is a global integrated tourism conglomerate engaged in aviation, hospitality, tourism, finance and online services. Founded in Beijing in March 2007, the company owns more than 20 subsidiaries including Capital Airlines, Deer Jet, Tangla Hotels and Resorts, Caissa Touristic, etc. The company is also a majority investor in global travel and hospitality brands such as NH Hotels, Red Lion Hotels, PVCP Group, etc. HNA Tourism Group has been recognized for its commitment to corporate social responsibility and for its contributions towards improving global connectivity.

ABOUT HNA Hospitality Group Co. Ltd.

HNA Hospitality Group is the hotel management arm of HNA Tourism Group. Founded in 1997, HNA Hospitality Group boasts a global hotel network. As of March 2016, the group operates around 500 hotels with nearly 90,000 rooms, in key cities in China as well as other parts of the world, with brand portfolio ranging from luxury, upscale to budget segments, catering to both business and leisure travelers. It has been ranked as the top 300 hotel group in the world and garnered prestigious industry accolades such as the most competitive Chinese hotel brand and the best hotel management group in China.

Additional media materials regarding the transaction are available at
[1] Ruling AMN 2016:10.

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