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Marriott, Starwood Stockholders Vote to Approve Merger

BETHESDA, MD and STAMFORD, CT—The stockholders of both Marriott International, Inc. and Starwood Hotels & Resorts Worldwide, Inc., in separate meetings, have approved proposals relating to Marriott’s acquisition of Starwood, which will create the world’s largest hotel company.

Holders of more than 97% of Marriott shares present and voting at the meeting, representing more than 79% of outstanding shares, voted in favor of a proposal to issue shares of Marriott common stock in connection with the transaction, and holders of more than 95% of Starwood shares present and voting at the meeting, representing over 63% of outstanding shares, voted in favor of a proposal to approve the transaction.

Arne Sorenson, Marriott’s president and CEO, said, “With today’s successful stockholder approval milestone, we are that much closer to completing our transaction. Our teams continue to plan the integration of our two companies, and we are committed to a timely and smooth transition. We appreciate the stockholders’ vote of confidence in our ability to drive long-term value and opportunity as a combined company.”

Thomas B. Mangas, Starwood’s CEO, stated, “Today’s vote is a significant step toward closing, and we are grateful for the continued enthusiasm and support for this merger. There is no doubt that this transaction puts our company on the best path forward and we remain excited about the opportunity this combination will create for our stockholders, associates, owners and guests.”

At closing, Starwood stockholders will receive 0.8 shares of Marriott common stock plus $21 in cash for each share of Starwood common stock.

As previously announced, the parties have cleared the pre-merger antitrust review in the United States and Canada and multiple other jurisdictions. The transaction remains on track to close mid-2016 pending completion of Starwood’s planned divestiture of its timeshare business expected on or around April 30, obtaining remaining regulatory approvals, including in the European Union and China, and the satisfaction of other customary closing conditions.

(For more on the merger, see the April 21 issue of Hotel Business.)