Marriott Responds To Anbang’s Starwood Offer… But Not With A Counter

Boy, the battle for Starwood must be one of the most reality show-esque things we’ve seen in the travel industry over the past couple of years, perhaps along with the never-ending battle between Akbar Al Baker and Richard Anderson, and the battle between Alaska and Delta in Seattle.

This morning we learned that Starwood has received yet another offer from Chinese insurance group Anbang, for $82.75 in cash per share of Starwood. Starwood’s Board of Directors has indicated that this is “reasonably likely to lead to a superior proposal,” and that the two companies are now discussing non-price related terms. So the board sounds confident in the offer, but not completely convinced… yet.

This comes after:

  • Last November, Marriott agreed to purchase Starwood, with each share of Starwood stock being worth 0.92 Marriott shares plus $2 in cash
  • Then in March, Chinese insurance group Anbang made an offer of $78 in cash per share, which Starwood accepted
  • Then days later, Marriott made an offer which Starwood accepted, where each share of Starwood stock was worth 0.8 Marriott shares plus $21 in cash

Marriott-Starwood-Merger

As of now it seems like Starwood is likely to go with the Anbang deal, given that the board has indicated that it’s likely a “superior proposal.”

Last time Anbang submitted an offer for Starwood, Marriott immediately said that they planned on countering. Well, this morning Marriott has issued a press release reaffirming their commitment to purchase Starwood, though it seems like they don’t plan on countering. As a matter of fact, Marriott still thinks their offer is better:

Marriott International, Inc. (NASDAQ: MAR) today reaffirmed its commitment to acquire Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT), confident that the previously announced amended merger agreement is the best course for both companies.  The combined company will offer stockholders significant equity upside and greater long-term value driven by a larger global footprint, wider choice of brands for consumers, substantial revenue synergies, and improved economics to owners and franchisees leading to accelerated global growth and continued strong returns.

The press release goes on to talk about the great synergies between the two companies, and how they think the shareholders will vote in favor of the merger on April 8. As of now Starwood’s board of directors hasn’t yet changed its recommendation to merge with Marriott, so we’ll see what happens.

What’s interesting is that rather than calling into question the pricing of the deal between Starwood and Anbang, Marriott raises other doubts in regards to the Anbang takeover:

Starwood stockholders should give serious consideration to the question of whether the Anbang-led consortium will be able to close the proposed transaction, with a particular focus on the certainty of the consortium’s financing and the timing of any required regulatory approvals.

Marriott basically seems to be acknowledging that Anbang’s offer is better in terms of price, but might be more complicated otherwise.

Westin-Abu-Dhabi-Golf-Resort-25
Westin Abu Dhabi

Bottom line

It’ll be really interesting to see how this plays out. While nothing is stated explicitly, reading between the lines it seems like Marriott won’t be raising their offer further, but rather this deal comes down to what Starwood’s Board of Directors thinks is the most compelling offer. On one hand it’s tough to argue with the certainy of an all cash offer, which is why Marriott is calling into doubt Anbang’s ability to close the deal.

This is very much still “developing,” and anything can happen. Here’s to hoping the deal with Anbang closes, and Marriott will at least get up to $468 million worth of breakup fees…

Given where things stand now, what are you hoping will happen (and what do you think will happen)?

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David Guest

Marriott is a very well run organization and the service levels are superior at all brands. Often they are exceptional even at mediocre locations. I am plat for life and happy with the rewards - and as mentioned above, hope Marriott is the winner but expect a diminution Of benefits. The biggest benefit of Marriott over Starwood is marriotts availability virtually anywhere you go; the combined company would offer even more choices. I think both sides would benefit from marriotts operational acumen plus combined brand creativity plus increased choice. I believe on balance win for Marriott will increase value fornstarwood as opposed to financial investor.

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Walt Fidder Guest

I would rather have an American company controlling Starwood. Once the company is in Chinese hands it will never be American again. Also stock can appreciate or depreciate, cash can be spent once and once only.

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Trent Guest

@Khatl Or how many would Starwood gain having access to Marriott. As much as I like being a SPG loyalist, the fact is that Starwood had dismal financial growth and is not returning profits equivalent to its potential. On the other hand, Marriott provides very consistent service at multiple levels and is financially strong and had a savvy board. Hence Starwood is being purchased for just 14 billion... So, my friends and family who travel and stay at Starwood properties frequently want the Marriott offer to come through. However, Marriott is right in not countering the highly overpriced Angbang offer. Disclaimer, since I'm also a Marriott lifetime plat and a SPG plat, I'm not too worried about the Marriott takeover since it will point to a financially stronger brand with good reputation.

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DCS Diamond

@Larry -- Extremely well put!

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Larry Member

@Ivan Y -- Right, I understand that's the prevailing view. My question is, why? I wouldn't think it's a very informed view, and the facts as we know them and the likely pressure Anbang will face makes it seem unlikely as a matter of common sense. It has to dramatically overpay for this asset given the punitive effect of Marriott's $.5B penalty right. Does any Chinese owned travel company have a decent loyalty program? Don't know the answer -- just asking. My sense is that it is not something on which there is as much of a priority in the East as the West. I think this is simply a case of people who chose Starwood over Marriott because they prefer the former's loyalty program blindly assuming that this will be better for no reason other than they hope it will be. Hope really isn't a legitimate ground for the prevailing view. In the end, it really doesn't matter, because there's nothing you or I can do to change who acquires Starwood, but in this Internet game of what outcome to root for here, sometimes the known quantity is better than the unknown. I suppose the answer is that if Anbang screws up SPG, we can all switch to Marriott anyway, so we're no worse off. But I actually was kind of heartened to hear some of the quotes about plans for the combined company and while I would have preferred SPG stay exactly as it is, I doubt that will happen in the long term anyway, and I thought it might end up workable with Marriott. I guess time will tell. Unless Anbang has made some public comments about preserving SPG as is, I see little reason to be optimistic and many reasons to be other.

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