China's HNA Group agrees to acquire Carlson Hotels

Carlson Rezidor

A Chinese group missed out the first time around, but not this time it appears.

While Anbang whiffed on Starwood, China's HNA Tourism Group Co., a division of HNA Group, with operations across aviation, tourism, hospitality, finance, and online services among other sectors, looks like it will soon be the new owner of Carlson Hotels and its brands, which include Radisson Blu and Country Inns & Suites, after the two parties entered an acquisition agreement.

A press release noted that "The combination of HNA Tourism Group and Carlson Hotels will have increased ability to accelerate growth through investments in areas such as digital, owned assets in major gateway cities, building of Radisson RED and other new brands."

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HNA had been looking to acquire a U.S.-based hotel company and had been courting Carlson for some time. It reportedly first showed interest in Starwood and also has a stake in the Red Lion Hotel Corp.

“Carlson Hotels own a powerful set of global brands and this historic agreement provides tremendous opportunities for growth,” said David Berg, Carlson Hospitality Group, CEO. “We look forward to working within HNA Tourism Group, a greatly respected global enterprise, in what will be an exciting new chapter in the history of Carlson Hotels. As part of HNA Tourism Group, Carlson Hotels will have an opportunity to advance our commitment to providing guests with hospitality world-wide."

Berg will reportedly remain CEO of Carlson Hospitality Group post acquisition.

“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.”

“We have great respect for the Carlson family and a deep appreciation for its history and special culture,” said Haibo Bai, HNA Tourism Group board member and HNA Hospitality Group 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.”

Here are some of the terms of the agreement:

HNA Tourism Group will acquire all of Carlson Hotels, including its approximately 51.3-percent majority stake in Rezidor Hotel Group AB, Carlson Hotel’s master licensee based in Brussels, with hotels in Europe, the Middle East and Africa.

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 percent of Rezidor, within four weeks after the closing of the transaction if the ownership in Rezidor is not sold down below 30 percent. 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 percent. 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 (“SSC)[1], 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 dated April 27, 2016. HNA Tourism Group will give further information about such potential mandatory tender offer in due course, upon closing of the Transaction.

In a nod to Carlson's heritage and roots, HNA Tourism Group has reportedly pledged to maintain Minnetonka, Minn., as its headquarters for the new organization.