Diamond Resorts Commences Tender Offer to Acquire Sunterra Common Shares for $16.00 Per Share in Cash
16 März 2007 - 10:28PM
Business Wire
Diamond Resorts, LLC today announced that an affiliate of Diamond
Resorts has commenced its previously announced tender offer (the
�Offer�) to purchase all of the outstanding shares of Sunterra
Corporation (Other OTC: SNRR) for $16.00 per share in cash. The
Offer price, which represents a 35% premium over the closing price
of Sunterra�s common stock on March 8, 2007, the day before rumors
of the acquisition entered the marketplace, is being made pursuant
to a merger agreement (the �Agreement�) with Sunterra, dated March
9, 2007. The Offer is scheduled to expire at 5:00 p.m. ET on April
25, 2007, unless extended. The Sunterra Board of Directors has
unanimously determined that the Offer is advisable, fair to and in
the best interest of the stockholders, and recommends that all
stockholders accept the Offer. Consummation of the Offer is subject
to there being validly tendered and not properly withdrawn prior to
the expiration of the Offer a minimum number of shares, which when
taken together with shares owned by Diamond Resorts or its
affiliates and additional shares Diamond Resorts would be obligated
to purchase, represents a sufficient number of shares to effect a
short form merger under Section 3-106 of the Maryland General
Corporation Law. The Offer is also subject to customary conditions
and is not subject to financing. If following the Offer Diamond
owns 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 Offer being converted into the right to
receive $16.00 per share in cash. Questions regarding the Offer or
requests for offering materials should be directed to the
information agent, Georgeson, at (212) 440-9800 or toll free at
(800) 849-5324. Offering materials are being filed today with the
Securities and Exchange Commission (SEC) and will be available on
the SEC website at www.sec.gov as well as on
www.diamondresorts.com. Sunterra Corporation�s stockholders are
urged to read the offering materials, which contain important
information. This press release shall not constitute an Offer to
purchase or a solicitation of an Offer to sell, which may be made
only pursuant to the terms of the Offer to purchase and related
letter of transmittal being filed today with the SEC. The Offer is
not being made to, nor will tenders be accepted from or on behalf
of, holders of Sunterra Corporation shares in any jurisdiction in
which the making of the Offer or the acceptance thereof would not
comply with the laws of that jurisdiction. About Diamond Resorts,
LLC Diamond Resorts has over 25 years of experience in the
successful development, management, marketing and sales of vacation
ownership properties and has been a consistent leader in the
vacation ownership industry. Diamond Resorts� premier properties
include Polo Towers, the first purpose built, high-rise vacation
ownership property in the industry. Diamond Resorts most recently
spearheaded the design of Marriott�s Grand Chateau vacation
ownership resort. The Diamond Resorts properties include some of
the first vacation ownership properties in Las Vegas, such as the
Jockey Club and The Carriage House, as well as Kona Reef in Hawaii.
For more information, please visit www.diamondresorts.com.
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