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Starwood To Terminate Marriott Merger Agreement

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Starwood Hotels & Resorts Worldwide, Inc. has received a revised binding and fully financed proposal from a consortium consisting of Anbang Insurance Group Co., Ltd., J.C. Flowers & Co. and Primavera Capital Limited, that its board of directors has determined constitutes a “Superior Proposal” than its merger agreement with Marriott International, Inc.

Under the terms of the Consortium’s proposal, which contains definitive documentation, the Consortium would acquire all of the outstanding shares of common stock of Starwood for $78 per share in cash, an increase from the $76 per share proposal made by the Consortium on March 10.

Under the terms of the merger agreement with Marriott, Starwood stockholders would receive 0.92 shares of Marriott International, Inc. Class A common stock and $2 in cash for each share of Starwood common stock.

Based on Marriott’s 20-day VWAP ending March 17, the merger transaction has a current value of $65.33 per Starwood share, including the $2 cash per share consideration. Starwood stockholders will separately receive consideration from the spin-off of the Starwood timeshare business and subsequent merger with ILG of approximately $5.67 per Starwood share. On that basis, the merger with Marriott and the ILG transaction have a current value of $71 per share.

On March 18, Starwood notified Marriott that Starwood had received the binding proposal from the Consortium that Starwood’s Board has determined constitutes a “Superior Proposal” and that it intends to terminate the Marriott merger agreement and enter into a definitive agreement with the Consortium.

Consistent with the terms of the Marriott merger agreement, Marriott has the right until 11:59 p.m. ET on March 28 to negotiate revisions to the existing merger agreement between Marriott and Starwood.

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