Diamond Resorts has acquired Sunterra

Diamond Resorts has acquired Sunterra for $16.00 per share in cash, creating a leading vacation ownership company

Check out their website at https://www.diamondresorts.com/

See also https://www.sunterra.com/acquisition/pdf/member_owner_eng.pdf

Sunterra Corporation has entered into a definitive agreement with an affiliate of privately held Diamond Resorts, LLC, based in Las Vegas. Under the terms of the agreement, Diamond Resorts’ affiliate have ccompleted a tender offer for all of Sunterra’s issued and outstanding common stock at a purchase price of $16.00 per share in cash, a 35% premium over the March 8th closing price of Sunterra’s common stock. The total value of the transaction is approximately $700 million, including $375 million of existing Sunterra debt. The debt financing supporting the Offer was financed by a bank group led by Credit Suisse, which had provided a definitive financing commitment to Diamond Resorts.

John D. Ziegelman, Chairman of Sunterra, said, “Both our management team and our Board of Directors believed that, following a detailed review of strategic alternatives, the Diamond Resorts Offer wass the best approach to maximize shareholder value and is in the best interests of Sunterra’s stockholders, customers and employees. We look forward to working with Diamond Resorts to effect a smooth transition.”

The Sunterra board of directors had unanimously approved the acquisition. Following the Diamond Resorts affiliate’s acquisition of at least 90% of Sunterra’s outstanding shares, the Diamond Resorts affiliate will merge with and into Sunterra, with any shares not tendered in the tender offer being converted into the right to receive $16.00 per share in cash. Sunterra will remain headquartered in Las Vegas.

The Sunterra board of directors has received opinions from its financial advisors, Merrill, Lynch, Pierce, Fenner and Smith, Inc. and Duff & Phelps, LLC, that the consideration to be paid to Sunterra stockholders in the transaction is fair from a financial point of view. Weil Gotshal & Manges LLP and Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. are acting as legal counsel to Sunterra.