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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 1997
RENAISSANCE HOTEL GROUP N.V.
(Translation of Registrant's Name Into English)
C/O RENAISSANCE HOTELS INTERNATIONAL
17TH FLOOR, NEW WORLD TOWER II, 18 QUEEN'S ROAD, CENTRAL, HONG KONG
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
----- -----
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
----- -----
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____.)
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NEWS RELEASE
FOR IMMEDIATE RELEASE
RENAISSANCE HOTEL GROUP N.V. AND DOUBLETREE CORPORATION
ENTER INTO MEMORANDUM OF UNDERSTANDING
FOR PROPOSED ACQUISITION
HONG KONG AND PHOENIX, (January 6, 1997) -- Renaissance Hotel Group
N.V. (NYSE:RHG) and Doubletree Corporation (NASDAQ:TREE) report that their
respective Boards of Directors have approved a memorandum of understanding for
the proposed acquisition of Renaissance by Doubletree, which the parties
executed on January 5, 1997.
The terms provide for holders of Renaissance shares to receive
consideration consisting of US $8.00 in cash and 0.4342 shares of Doubletree
common stock. Based on a hypothetical Doubletree stock price of US $43.00 per
share (the closing price of Doubletree stock on January 3, 1997), the total
consideration to be paid by Doubletree for each Renaissance share would be
US $26.67 per share. The exchange ratio will be fixed at 0.4342 shares of
Doubletree stock unless the average Doubletree stock price for a specified
period prior to the closing of the transaction is less than $40.3875 per share
or greater than US $49.3625 per share, in which case the exchange ratio would be
appropriately increased or decreased to preserve the economic value of the
transaction as it would have existed if the average Doubletree stock price had
been such minimum or maximum price. Based on a hypothetical Doubletree stock
price of $43.00, the transaction is valued at approximately $890 million
including the assumption of $70 million of net debt.
In the event Renaissance enters into a merger or acquisition agreement
with a party other than Doubletree within four months, Renaissance has agreed to
pay Doubletree a break-up fee of
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US $15 million. In the event Doubletree fails to sign a definitive agreement
with Renaissance within 45 days, Doubletree has agreed to pay US $15 million to
Renaissance.
The consummation of the proposed transaction is subject to, among other
things, completion of due diligence by both parties within 45 days and the
negotiation and execution of definitive agreements approved by the respective
Boards of Directors, and the completion of regulatory approvals. No assurances
can be given as to the completion timing or final terms and conditions of the
proposed transaction.
Renaissance has retained Morgan Stanley and Co. Inc. as its financial
advisor in connection with the transaction. Doubletree has retained Montgomery
Securities as its financial advisor.
Doubletree had a portfolio of 236 properties totaling 55,497 rooms
under lease, management or franchise as of September 30, 1996. Renaissance had a
portfolio of 146 hotels totaling 45,690 rooms under management or franchise as
of September 30, 1996. The combined company will have 382 hotels and
approximately 101,000 rooms.
# # #
For further information, contact:
For Doubletree: Ruth Pachman/Michael Freitag
Kekst and Company, 1-212-593-2655
For Renaissance: Robert W. Olesen, Chief Financial Officer
1-216-498-7793.
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PERSONAL AND CONFIDENTIAL
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LETTER OF INTENT
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January 5, 1997
Renaissance Hotel Group N.V.
New World Hotel Holdings Ltd.
Diamant Hotel Investments N.V.
Gentlemen:
This letter (the "Letter") is to confirm our agreement in principle
concerning the proposed transaction (the "Transaction") by and among Doubletree
Corporation ("Purchaser"), Renaissance Hotel Group N.V. ("Renaissance"), New
World Hotel Holdings Ltd. ("NWH") and Diamant Hotel Investments N.V. ("Diamant"
and, together with NWH, the "Sellers") regarding Purchaser's proposed purchase
(whether through merger, tender offer or otherwise) of all of the issued and
outstanding shares of common stock (the "Stock") of Renaissance. The Transaction
shall be made upon the following terms and subject to the following conditions:
1. PRICE AND STRUCTURE OF THE TRANSACTION. Subject to the terms and
conditions set forth herein, on the Closing Date (as defined below), Purchaser
shall acquire the Stock of Renaissance from the Sellers and the public
shareholders of Renaissance pursuant to the Transaction for consideration per
share of Stock consisting of $8.00 in cash and 0.4342 shares of Doubletree
common stock ("Doubletree Stock") (the "Per Share Purchase Price"). For example,
based upon an assumed value of Doubletree Stock of $42.15 per share, the Per
Share Purchase Price would equal $26.30, consisting of $8.00 in cash and $18.30
of Doubletree Stock. The exchange ratio of 0.4342 shares of Doubletree Stock
shall be fixed, provided that if the average DoubLetree Stock price for a
specified period (which is five (5) trading days) prior to closing is less than
$40.3875 per share or greater than $49.3625 per share, the exchange ratio shall
be appropriately increased or decreased to preserve the economic value of the
transaction as it would have existed if the average Doubletree Stock price had
been such minimum or maximum price. For example, if the average price of
Doubletree Stock is $52.00 per share, the exchange ratio shall be reduced to
0.4122 shares of Doubletree Stock (rounding to the nearest ten-thousandth). In
addition, Purchaser shall pay for each currently outstanding stock
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option of Renaissance an amount to the holder thereof equal to the difference
between the Per Share Purchase Price and the exercise price of each such stock
option such amount to be paid in cash and shares of Doubletree Stock in the same
proportions as the consideration paid to holders of Stock. All currently
outstanding stock options of Renaissance shall vest automatically in full upon
consummation of the Transaction.
2. CLOSING. The closing of the Transaction shall be held as soon as
practicable following the execution and delivery of a definitive purchase
agreement, at a time and place to be mutually agreed upon by Renaissance and
Purchaser (the "Closing Date").
3. NON-BINDING AGREEMENT. Except as expressly provided herein, the
obligations of Purchaser and Renaissance are expressly subject to the
negotiation and execution of a definitive agreement in form and substance
satisfactory to each of Purchaser, Renaissance and Sellers and their respective
counsel (the "Definitive Agreement"). Such agreement shall contain
representations, warranties, covenants, conditions and indemnifications of
Renaissance and Purchaser which are customary in agreements of this type;
provided that no representations or warranties shall survive the Closing Date.
4. CONDITIONS TO CLOSING. The consummation of the Transaction shall be
subject to and conditioned upon, among other things, the following: (i) the
execution by Purchaser and Renaissance of a mutually acceptable Definitive
Agreement and the compliance with or satisfaction or waiver of the terms and
conditions thereof on or before the Closing Date; (ii) completion to each of
Purchaser's and Renaissance's satisfaction of such party's due diligence
investigation of the other party, as described further in paragraph 5 below,
including completion to each of Purchaser's and Renaissance's satisfaction of a
review by such party's independent accountants of the accuracy and completeness
of the financial information relating to the other party provided to such party
in connection herewith (it being understood that the obligations of the parties
under the Definitive Agreement shall not be conditioned upon satisfactory
completion of due diligence); (iii) the receipt of all material consents and
approvals, including those from regulatory agencies, necessary to consummate the
Transaction in conformity with applicable law, agreements and orders; and (iv)
in the case of Purchaser, the absence of any material adverse change in the
business, condition (financial or otherwise) or properties of Renaissance and
its subsidiaries taken as a whole, and in the case of Renaissance, the absence
of any material adverse change in the business, condition (financial or
otherwise) or properties of Purchaser and its subsidiaries taken as a whole.
5. ACCESS TO FACILITIES; DUE DILIGENCE. From the date hereof until the
Closing Date, each of Purchaser and Renaissance shall, and shall cause its
management to, afford the other party and its attorneys, consultants,
accountants and authorized representatives (including lenders) full access, upon
reasonable notice during normal business hours and at other reasonable times
without disruption to the party's normal business affairs, to all properties,
books, contracts, commitments, records, personnel and advisors of Renaissance in
order to permit the other party to conduct its due diligence investigation of
such party. Such investigation shall include, among other things, the receipt of
relevant financial information, the review of any relevant contractual
obligations of such party, the conducting of discussions with such party's
management, employees and customers with the prior consent of such party (such
consent not to be unreasonably withheld or delayed), environmental review and
testing, review and valuation of all pension, health, retiree and related
liabilities and such other investigations, valuations or testing as may be
deemed necessary by the other party.
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6. NO SOLICITATION. For a period of forty-five days from the date
hereof, or for such longer period as the parties may be negotiating with respect
to the Transaction (the "Nonsolicitation Period"), neither Renaissance nor
Sellers shall, directly or indirectly, solicit from any third party any
inquiries, proposals or offers with respect to the sale of Renaissance. Nothing
herein shall restrict Renaissance or Seller from entering into discussions or
negotiations with or providing information to any third party in response to
unsolicited proposals or offers. Renaissance and Sellers agree to promptly
notify Purchaser if any of them receives an offer or proposal or engages in any
such discussions or negotiations or provides any such information with or to any
such third party.
7. LOCKUP; REGISTRATION RIGHTS. Diamant and NWH agree not to, directly
or indirectly, sell, offer to sell, contract to sell, grant any option for the
sale of or otherwise dispose of any Doubletree Stock acquired in connection with
the Transaction or otherwise, for a period of 180 days after the date of the
Closing of the Transaction. Affiliates of Renaissance shall be afforded
customary registration rights with respect to Doubletree Shares received by them
in the Transaction.
8. TERMINATION FEE. (a) If prior to the expiration of 120 days from the
date of this Letter, Renaissance or Sellers enter into a binding agreement,
whether written or oral, for the sale (whether by merger, tender offer or
otherwise) of 50% or more of the assets or stock of Renaissance with any party
other than Purchaser, for a consideration greater than $26.30 per share of
Stock, then in such event, Renaissance and Sellers shall immediately pay to
Purchaser a fee of $15,000,000, as liquidated damages, which amount shall be
payable in same day funds unless Purchaser is in material breach of its
obligations under paragraph 8(b) hereof.
(b) If prior to the expiration of this Letter, Purchaser fails
to enter into a Definitive Agreement with Renaissance for any reason (unless
Purchaser shall have offered to enter into a definitive agreement containing no
terms other than those set forth herein and such other terms as shall not have
been objected to by Renaissance and Renaissance shall have declined to execute
such definitive agreement) in such event, Purchaser shall immediately pay to
Renaissance a fee of $15,000,000, as liquidated damages, which amount shall be
payable in same day funds. Such fee shall not be due, and in the event it shall
have been already paid it shall be refunded, in the event a fee shall be or
become payable to Purchaser under clause (a) above.
(c) The Definitive Agreement shall provide for Purchaser to
receive a 3% termination fee in the event Renaissance accepts a competing offer
after the Definitive Agreement is executed.
9. PUBLIC DISCLOSURE; CONFIDENTIALITY. (a) During the term of this
Letter, the parties hereto shall consult with each other and agree on the
desirability, timing and substance of any press release, public announcement,
publicity statement or other disclosure to the public relating to the
Transaction. During the term of this Letter, subject to applicable law upon
advice of counsel, none of the parties shall issue such public disclosure
without reasonable prior notice to the other parties as to the time of issuance,
extent of distribution and form and substance of such public disclosure.
(b) All information acquired by any party or its respective
agents or representatives in respect of another party ("Confidential
Information") shall be held in the strictest confidence if such information is
not in the public domain or was not independently
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obtained or developed without breach of any confidentiality obligation. In the
event of a termination of this Letter or the Transaction, such Confidential
Information, if so requested, shall be returned or destroyed (without retaining
copies thereof). No party shall use any Confidential Information except for the
purpose of evaluating the Transaction.
10. NON-BINDING NATURE. This Letter does not contain all of the
material terms necessary to complete the Transaction and execute the Definitive
Agreement and does not create any legally binding obligations on the parties
hereto, except for paragraphs 5, 6, 8 and 9 hereof which are intended to and
shall be binding. This Letter shall terminate and become of no further force and
effect upon the expiration of the Nonsolicitation Period; provided that the
provisions of paragraph 8 shall survive to the extent of any rights created
pursuant thereto and that paragraph 9(b) shall survive the expiration of this
Letter.
11. MISCELLANEOUS. This Letter may be executed in counterparts, each of
which shall be deemed to be an original but all or which shall constitute one
and the same document. This Letter shall be governed by the laws of the State of
Delaware without regard to conflicts of law principles thereof.
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Please indicate your agreement to the terms and conditions of
this Letter by signing and returning the enclosed copy of this Letter, whereupon
we shall proceed promptly with the preparation and negotiation of a Definitive
Agreement.
We look forward to working with you.
Very truly yours,
DOUBLETREE CORPORATION
By: /s/ Richard M. Kelleher
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Name: Richard M. Kelleher
Title: President and Chief
Executive Officer
Agreed to and accepted this
5th day of January, 1997:
RENAISSANCE HOTEL GROUP N.V.
By: /s/ James K. C. Choi
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Name: James K. C. Choi
Title: Vice Chairman, Director
NEW WORLD HOTEL HOLDINGS LTD.
By: /s/ Dr. Henry Cheng Kar-Shun
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Name: Dr. Henry Cheng Kar-Shun
Title: Director
DIAMANT HOTEL INVESTMENTS N.V.
By: /s/ Robert W. Olesen
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Name: Robert W. Olesen
Title: Director
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
RENAISSANCE HOTEL GROUP N.V.
By: /s/ Robert W. Olesen
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Robert W. Olesen
Executive Director, Executive Vice
President and Chief Financial Officer
Date: January 7, 1997
