ORLANDO, Fla., July 3, 2018 /PRNewswire/ -- Marriott Vacations
Worldwide Corporation (NYSE: VAC) announced today that it will hold
a special meeting of its stockholders at 9:00 a.m., Eastern Time, on August 28, 2018 at the Renaissance Orlando at
SeaWorld, 6677 Sea Harbor Drive, Orlando,
Florida, at which Marriott Vacations Worldwide stockholders
will vote on the issuance of shares of Marriott Vacations Worldwide
common stock to stockholders of ILG, Inc. (Nasdaq: ILG) and related
matters pursuant to the Agreement and Plan of Merger dated as of
April 30, 2018 (the "Merger
Agreement"), by and among Marriott Vacations Worldwide, ILG, Ignite
Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub,
Inc., and Volt Merger Sub LLC.
Marriott Vacations Worldwide stockholders of record at the close
of business on July 13, 2018 will be
entitled to receive notice of the special meeting and to vote at
the special meeting. The parties currently expect closing to occur
on the third business day after the satisfaction or waiver of all
of the conditions to closing, including receipt of ILG stockholder
approval and Mexican anti-trust approval.
About Marriott Vacations Worldwide
Corporation
Marriott Vacations Worldwide Corporation is a
leading global pure-play vacation ownership company, offering a
diverse portfolio of quality products, programs and management
expertise with over 65 resorts. Its brands include Marriott
Vacation Club, The Ritz-Carlton Destination Club and Grand
Residences by Marriott. Since entering the industry in 1984 as part
of Marriott International, Inc., the company earned its position as
a leader and innovator in vacation ownership products. The company
preserves high standards of excellence in serving its customers,
investors and associates while maintaining a long-term relationship
with Marriott International. For more information, please visit
www.marriottvacationsworldwide.com.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
Information included or incorporated by reference in this
communication, and information which may be contained in other
filings with the Securities and Exchange Commission (the "SEC") and
press releases or other public statements, contains or may contain
"forward-looking" statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995 or by the SEC in
its rules, regulations and releases. These forward-looking
statements include, among other things, statements of plans,
objectives, expectations (financial or otherwise) or
intentions.
Forward-looking statements are any statements other than
statements of historical fact, including statements regarding
Marriott Vacations Worldwide Corporation's (the "Company") and ILG,
Inc.'s ("ILG") expectations, beliefs, hopes, intentions or
strategies regarding the future. Among other things, these
forward-looking statements may include statements regarding the
proposed combination of the Company and ILG; our beliefs relating
to value creation as a result of a potential combination of the
Company and ILG; the expected timetable for completing the
transactions; benefits and synergies of the transactions; future
opportunities for the combined company; and any other statements
regarding the Company's and ILG's future beliefs, expectations,
plans, intentions, financial condition or performance. In some
cases, forward-looking statements can be identified by the use of
words such `as "may," "will," "expects," "should," "believes,"
"plans," "anticipates," "estimates," "predicts," "potential,"
"continue," or other words of similar meaning.
Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those discussed in, or implied by, the forward-looking
statements. Factors that might cause such a difference include, but
are not limited to, general economic conditions, our financial and
business prospects, our capital requirements, our financing
prospects, our relationships with associates and labor unions, our
ability to consummate potential acquisitions or dispositions, our
relationships with the holders of licensed marks, and those
additional factors disclosed as risks in other reports filed by us
with the Securities and Exchange Commission, including those
described in Part I of the Company's most recently filed Annual
Report on Form 10-K and subsequent reports on
Forms 10-Q and 8-K as well as in ILG's most
recently filed Annual Report on Form 10-K and subsequent
reports on Forms 10-Q and 8-K and in the
preliminary joint proxy statement/prospectus included in the
registration statement on Form S-4 filed by the Company
with the SEC on June 6, 2018, and any amendments thereto.
Other risks and uncertainties include the timing and likelihood
of completion of the proposed transactions between the Company and
ILG, including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals for the proposed
transactions that could reduce anticipated benefits or cause the
parties to abandon the transactions; the possibility that the
Company's stockholders may not approve the proposed transactions;
the possibility that ILG's stockholders may not approve the
proposed transactions; the possibility that the expected synergies
and value creation from the proposed transactions will not be
realized or will not be realized within the expected time period;
the risk that the businesses of the Company and ILG will not be
integrated successfully; disruption from the proposed transactions
making it more difficult to maintain business and operational
relationships; the risk that unexpected costs will be incurred; the
ability to retain key personnel; the availability of financing; the
possibility that the proposed transactions do not close, including
due to the failure to satisfy the closing conditions; as well as
more specific risks and uncertainties. You should carefully
consider these and other relevant factors, including those risk
factors in this communication and other risks and uncertainties
that affect the businesses of the Company and ILG described in
their respective filings with the SEC, when reviewing any
forward-looking statement. These factors are noted for investors as
permitted under the Private Securities Litigation Reform Act of
1995. We caution readers that any such statements are based on
currently available operational, financial and competitive
information, and they should not place undue reliance on these
forward-looking statements, which reflect management's opinion only
as of the date on which they were made. Except as required by law,
we disclaim any obligation to review or update these
forward-looking statements to reflect events or circumstances as
they occur.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is not
intended to and does not constitute an offer to buy, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, and otherwise in
accordance with applicable law.
IMPORTANT INFORMATION AND WHERE TO FIND IT
The proposed transaction involving the Company and ILG will be
submitted to the Company's stockholders and ILG's stockholders for
their consideration. In connection with the proposed transaction,
the Company prepared a registration statement on
Form S-4 that included a preliminary joint proxy
statement/prospectus for the stockholders of the Company and ILG
and was filed with the Securities and Exchange Commission (the
"SEC") on June 6, 2018, and each will mail the definitive
joint proxy statement/prospectus to their respective stockholders
and will file other documents regarding the proposed transaction
with the SEC. These preliminary materials are not yet final and
will be amended. This communication is not intended to be, and is
not, a substitute for such filings or for any other document that
the Company or ILG may file with the SEC in connection with the
proposed transaction. SECURITY HOLDERS ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION
STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The registration statement, the
joint proxy statement/prospectus and other relevant materials and
any other documents filed or furnished by the Company or ILG with
the SEC may be obtained free of charge at the SEC's web site
at www.sec.gov. In addition, security holders will be able to
obtain free copies of the registration statement and the joint
proxy statement/prospectus from the Company by going to its
investor relations page on its corporate web site
at www.marriottvacationsworldwide.com and from ILG by
going to its investor relations page on its corporate web site
at www.ilg.com.
PARTICIPANTS IN THE SOLICITATION
The Company, ILG, their respective directors and certain of
their respective executive officers and employees may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information about the Company's directors
and executive officers is set forth in its Annual Report on
Form 10-K for the year ended December 31, 2017,
which was filed with the SEC on February 27, 2018 and in its
definitive proxy statement filed with the SEC on April 3,
2018, and information about ILG's directors and executive officers
is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2017, which was filed with the SEC on
March 1, 2018, and in its definitive proxy statement filed
with the SEC on May 7, 2018. These documents are available
free of charge from the sources indicated above, and from the
Company by going to its investor relations page on its corporate
web site at www.marriottvacationsworldwide.com and from
ILG by going to its investor relations page on its corporate web
site at www.ilg.com. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed transaction is presented in the joint
proxy statement/prospectus included in the registration statement
on Form S-4 filed by the Company with the SEC on June 6,
2018 and may be included in other relevant materials that the
Company and ILG file with the SEC.
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SOURCE Marriott Vacations Worldwide