Fairmont Board Forms Special Committee
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Fairmont Board Forms Special Committee
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Category: Worldwide
This is a press release selected by our editorial committee and published online for free on 2005-12-19
Fairmont Hotels & Resorts Inc. ("Fairmont" or the "Company") (TSX/NYSE: FHR) today announced that its Board of Directors has formed a Special Committee of four independent Directors to advise the Board with respect to the partial take-over bid by affiliates of Carl Icahn. The Special Committee, comprised of Peter Godsoe, Chairman of Fairmont's Board and former CEO of Scotiabank, David O'Brien, Chairman and former CEO of EnCana Corporation, Stephen Bachand, former CEO of Canadian Tire Corporation, and Robert Singer, former President and COO of Abercrombie & Fitch Co., will also evaluate strategic options for maximizing value for shareholders.
Fairmont has retained UBS Investment Bank, Avington International and Scotia Capital as financial advisors to assist with this process. As well, McCarthy Tetrault LLP and Skadden, Arps, Slate, Meagher & Flom LLP have been engaged as the Company's legal advisors. Fasken Martineau DuMoulin LLP has been retained to provide legal advice to the Special Committee.
The Board has not set any deadline for completing the review of its strategic options, and may ultimately determine that its current business plan is the best means to build and deliver shareholder value.
Fairmont also announced that the Board of Directors has elected, in accordance with the terms of the Company's shareholder rights plan (the "Plan"), to defer the "separation time" of the rights under the Plan. In accordance with the terms of the Plan, the rights were scheduled to separate and trade separately on the tenth trading day following the first public announcement of the intent of any person to commence a take-over bid, or such later time as may be determined by the Board of Directors. The Board has therefore elected, in accordance with the Plan, to defer the separation time until the earlier of (i) such date as may be determined by the Board or the Special Committee prior to the time any person becomes an "acquiring person" under the Plan or (ii) unless otherwise determined by the Special Committee, the day immediately prior to the date on which an "acquiring person" becomes such.
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