Starwood Unveils Details of its Vacation Ownership Business Spin-Off

Starwood’s Board of Directors has set a record date of 28 March 2016, for the proposed spin-off of its vacation ownership business, Vistana Signature Experiences, Inc.

Under the terms of the spin-off, Starwood will distribute all of its shares of Vistana to its stockholders of record as of the record date by means of a stock distribution.

Immediately following the spin-off, Vistana will merge with a wholly owned subsidiary of Interval Leisure Group, Inc. (ILG), as a result of which the shares of Vistana common stock previously distributed will automatically be cancelled and converted into the right to receive shares of ILG common stock.

The distribution ratio is expected to be one share of Vistana common stock for each share of Starwood common stock.

No fractional shares of ILG common stock will be issued in the merger and Starwood stockholders will receive cash in lieu of any fractional shares.

The spin-off and merger are expected to close on or around 30 April 2016, subject to the satisfaction of certain remaining conditions including, among other things, the approval by ILG stockholders at a special meeting (scheduled for 20 April 2016) of ILG’s issuance of stock in connection with the merger of Vistana with a wholly owned subsidiary of ILG.

Upon completion of the merger, Starwood stockholders will collectively own approximately 55% of the shares of the combined company on a fully-diluted basis, with existing shareholders of ILG collectively owning approximately 45% of the combined company on a fully-diluted basis. The exact exchange ratio will be determined at the time of the distribution.

No action is required by Starwood stockholders to receive their shares of ILG common stock in the merger. Holders of Starwood common stock will not be required to surrender their shares of Starwood common stock or pay for any shares of ILG common stock that they receive and will retain all of their shares of Starwood common stock and associated rights.

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