BROOMFIELD, CO and WHISTLER, BC, Oct., 2016 – Vail Resorts, Inc. (NYSE: MTN) ("Vail Resorts") and Whistler Blackcomb Holdings Inc. (TSX: WB) ("Whistler Blackcomb") today announced that the Supreme Court of British Columbia has granted a final order approving the previously announced proposed strategic combination joining Whistler Blackcomb with Vail Reports by way of an arrangement under the Business Corporations Act (British Columbia).
The granting of the final order follows the approval of the strategic combination by Whistler Blackcomb shareholders on October 5, 2016. As previously announced on October 5, 2016, no further regulatory approvals are required in order for the transaction to close. Completion of the proposed combination remains subject to other customary closing conditions, including applicable stock exchange approvals. The transaction is expected to close on Monday, October 17, 2016.
Exchange Rate Adjustment
Under the terms of the transaction, Vail Resorts will acquire 100 percent of the issued and outstanding shares of Whistler Blackcomb, whose shareholders will receive C$17.50 per share in cash and 0.0998 shares of Vail Resorts common stock for each Whistler Share held. The stock component of the consideration is subject to an exchange rate adjustment if the Canadian dollar is above or below US$0.7765 six business days before the effective date of the transaction. The Canadian dollar noon spot exchange rate was US$0.7570 on October 6, 2016, six business days before the expected effective date of the transaction. Based on that exchange rate, if the transaction becomes effective on October 17, 2016, Whistler Blackcomb shareholders will receive C$17.50 per share in cash and 0.097294 shares of Vail Resorts common stock for each Whistler Share held.
