M&A - Playa Hotels & Resorts N.V.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525084482

Filing Summary: On April 17, 2025, Playa Hotels & Resorts N.V. held an extraordinary general meeting of shareholders (EGM) in Amsterdam, where 83.57% of the total shares voted on several matters. A key highlight was the conditional resolution to enter into a statutory triangular merger with Playa Hotels & Resorts Merger Sub B.V. This merger involves Playa becoming a disappearing company and shareholders receiving class A shares of New TopCo, while HI Holdings Playa B.V. will receive class B shares. The merger received significant shareholder support with 93,969,878 votes in favor. Additionally, the EGM approved the conditional appointment of Felicity Black-Roberts as an executive director and two non-executive directors, Noah Hoppe and James Francque. The board was granted discharge for their management actions up to the EGM date. They also faced a non-binding advisory vote regarding executive compensation connected to the tender offer from Hyatt Hotels, which was more contentious, receiving less support. This Form 8-K serves to inform shareholders about these governance actions and the ongoing tender offer process.

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Form Type: DEFM14A

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525059838

Filing Summary: Playa Hotels & Resorts N.V. is preparing for an Extraordinary General Meeting on April 17, 2025, to discuss an acquisition offer made by HI Holdings Playa B.V., a subsidiary of Hyatt Hotels Corporation, to purchase all outstanding ordinary shares of Playa at $13.50 per share. Shareholders will vote on several agenda items, including the appointment of directors and the approval of a statutory triangular merger in which Playa will merge into Playa Hotels & Resorts Merger Sub B.V. New TopCo will issue class A shares to shareholders other than the Buyer and class B shares to the Buyer. The meeting aims to secure shareholder approval for the acquisition and related transactions, which are deemed beneficial for Playa's stakeholders based on the Board's assessment of the Offer, Purchase Agreement, and its implications. The offer will commence on February 24, 2025, and aims to close by April 25, 2025, pending approval from shareholders and the fulfillment of specified conditions.

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Form Type: PREM14A

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525044152

Filing Summary: Playa Hotels & Resorts N.V. is preparing for an Extraordinary General Meeting to discuss an offer made by HI Holdings Playa B.V., a subsidiary of Hyatt Hotels Corporation, to purchase all outstanding ordinary shares of Playa for $13.50 per share in cash. The meeting is set for a date in 2025, with an agenda including the explanation of the offer, appointment of new directors, and resolutions regarding a triangular merger. The proposal suggests Playa will merge into Playa Hotels & Resorts Merger Sub B.V. with shareholder considerations for class A and class B shares as per Dutch Civil Code provisions. Key actions include the conditional appointment of new board members and discharge of directors. The proxy statement encourages shareholders to vote on the merger and related matters, offering insights on the implications if the offer is not completed. Allowance for a non-binding advisory vote on executive compensation related to the transaction will also be included. The offer is scheduled to expire on April 25, 2025, unless extended.

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Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000169241225000051

Filing Summary: On February 25, 2025, Playa Hotels & Resorts N.V. issued a press release detailing its financial results for the three months and year ending December 31, 2024. The press release, attached as Exhibit 99.1, highlights the company's performance and is part of the ongoing communication regarding the extraordinary general meeting of shareholders to discuss EGM Proposals related to a transaction involving Hyatt Hotels Corporation. Shareholders are advised to read the forthcoming definitive proxy statement as it will contain significant information relevant to their voting decisions. Participants in the solicitation of proxies include directors and executives from both Playa and Hyatt, with disclosure of their interests in the proposed transaction. The document also includes forward-looking statements associated with the transaction, emphasizing uncertainties that may impact its completion.

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Form Type: DEFA14A

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525023625

Filing Summary: Playa Hotels & Resorts N.V. has entered into an agreement with Hyatt for Hyatt to acquire Playa. The acquisition price is set at $13.50 per share in cash, providing shareholders a premium of 40% over the company's unaffected stock price. This move follows a thorough review by Playa's Board of Directors and is considered to be in the company's best interest. The transaction is subject to regulatory approvals and certain customary closing conditions, with expectations for closing later in 2025. Communication will be sent to shareholders detailing the tender offer process, which is anticipated to commence soon. Additionally, a proxy statement will be filed for an extraordinary general meeting where shareholders will vote on proposed resolutions related to the acquisition. The management emphasized transparency during the transition process and is working closely with Hyatt to ensure employee interests are prioritized.

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Form Type: SC14D9C

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525023628

Filing Summary: Playa Hotels & Resorts N.V. has filed a Schedule 14D-9C related to the proposed acquisition by Hyatt Hotels Corporation, pursuant to a Purchase Agreement dated February 9, 2025. Preliminary communications regarding this tender offer were made as of February 10, 2025. Noted are various documents related to this offer including press releases, employee letters, and communications to investors. The tender offer has not yet commenced and is not to be construed as a recommendation, offer, or solicitation. The document emphasizes the importance for shareholders to read the future filings for further details on the tender offer and upcoming extraordinary general meeting of shareholders (EGM Proposals) for voting on the proposed resolutions.

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