Sonesta International Hotels Corporation has entered into a definitive merger agreement pursuant to which Sonesta Acquisition Corporation, formerly known as Property Acquisition Corporation, will acquire Sonesta for US$31.00 per share in cash, or approximately $174 million in total purchase price, including assumed indebtedness and other liabilities. SAC is an affiliate of Hospitality Properties Trust (NYSE: HPT) of Newton, MA. The per share purchase price represents a 71% premium over Sonesta’s closing share price on October 27, 2011, the day prior to Sonesta’s recent announcement that it is engaged in discussions regarding potential transactions, including a possible merger transaction.
Stephanie Sonnabend, Chief Executive Officer and President of Sonesta, stated “We are delighted to announce this transaction, which will provide our stockholders with significant value. We look forward to working closely with SAC to ensure that the transition is seamless to our customers and employees.”
The anticipated transaction contemplates that Sonesta’s management team will remain intact. It will continue to operate Royal Sonesta Hotel Boston, Royal Sonesta Hotel New Orleans, and Sonesta Bayfront Hotel Coconut Grove (a condominium hotel), as well as the hotels it currently operates and franchises in Egypt and South America. It will also be available to operate other hotels for HPT.
Completion of the transaction, which is currently expected to occur in the first quarter of 2012, is subject to approval by Sonesta’s common stockholders and certain other customary closing conditions. Certain members of the Sonnabend family holding approximately 55% of Sonesta’s outstanding shares have entered into voting agreements pursuant to which they have agreed, subject to the terms and conditions in such agreements, to support the merger. Sonesta’s Board of Directors has unanimously approved the transaction and the transaction is not conditioned on the receipt of financing, which SAC has arranged to obtain from its equity investors and from HPT.
Deutsche Bank Securities served as financial advisor to Sonesta, and Goodwin Procter served as legal counsel to Sonesta in connection with the transaction.