HNA to Acquire Carlson Hotels

HNA Tourism Group, a division of HNA Group - a Fortune Global 500 company with operations across aviation, tourism, hospitality, finance, and online services among other sectors, has entered into an agreement with Carlson Hospitality Group for the acquisition of Carlson Hotels, which owns the Quorvus Collection, Radisson Blu, Radisson, Radisson RED, Park Plaza, Park Inn by Radisson, Country Inns & Suites By Carlson brands as well as the Club Carlson hotel rewards program.

Under terms of the Agreement, which were unanimously approved by the Carlson Board of Directors, HNA Tourism Group will acquire all of Carlson Hotels, including its approximately 51.3% majority stake in Rezidor Hotel Group AB (publ), Carlson Hotel's master licensee based in Brussels, with hotels in Europe, Middle East and Africa.

The transaction to acquire Carlson Hotels is subject to receipt of regulatory approvals and other customary closing conditions, and is expected to close in the second half of (calendar) 2016.

When the transaction closes, David P. Berg, CEO of Carlson Hospitality Group Inc., will remain as CEO of the new organization.

"Since my grandfather, Curt Carlson, founded our company in 1938, our family has run businesses that create opportunity for people and positive change in the world," said Diana Nelson, Carlson Board chair. "Hospitality is in our hearts, which made this a difficult decision. We strongly believe that selling our hotel business to HNA Tourism Group, a company that fully recognizes its value and heritage, is the best way for us to position it for success and to be true to my grandfather's legacy in the long term."

Since the closing of the transaction will result in an indirect change of control in Rezidor, HNA Tourism Group would, under Swedish takeover rules, be obliged to launch a mandatory public tender offer for the remaining approximately 48.7% of Rezidor, within four weeks after the closing of the transaction if the ownership in Rezidor is not sold down below 30%. Hence, HNA Tourism Group may, during these four weeks following closing of the transaction, decide whether to launch a mandatory public tender offer for the remaining shares in Rezidor or sell down its ownership in Rezidor below 30%.

If HNA Tourism Group decides to launch a mandatory public tender offer, according to Swedish takeover rules and as per a ruling from the Swedish Securities Council, the minimum price in such mandatory tender offer would be the 20-trading day volume weighted average price (VWAP) immediately before the announcement of the signing of the agreement to acquire Carlson Hotels.

"We have great respect for the Carlson family and a deep appreciation for its history and special culture," said Bai Haibo, HNA Tourism Group's Board Member and HNA Hospitality Group's Chairman and CEO. "Carlson Hotels' global success and strong, sustainable growth potential is a testament to their world-class brands, continuous innovation, excellent management, and unique employee-focused culture, all of which we will build upon as part of this combination to establish our presence in the U.S. market and expand our footprint in hospitality internationally. We look forward to working together with their management team, employees, franchisee partners, suppliers and customers to accelerate growth by investing substantially in the business."

HNA Tourism Group has pledged to maintain Minnetonka, Minn., as its headquarters for the new organization.

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