# Aviawest - merger with Vacation Internationale - urgent



## tpelton

We have received notice of a vote to be held on March 11 about merging (takeover, ?) of Aviawest Resort Club  (ARC) with/by Vacation Internationale.

If on March 11 a merger is voted for - then members would have to choose to join VI for a modest fee and be hit with a 25-60% increase in fees (depending on how many points you may have to convert) or choose to simply allow their ownership to disappear (i.e., walk away without liability).

They have only provided the members with minimal information.  There is no additional information available, and they are seeking proxy votes (so that they will have enough votes to push this through regardless of the wishes of those who show up).

I contacted Vacation Internationale asking for more information, and was given the run around.  They don't want to provide fulsome information which might allow members to figure out what a poor deal this is.

It seems like there is undue haste and insufficient options for discussion amongst members. 

The majority of the directors as of May 2011 were also the owners and directors of the companies filing for bankruptcy  protection, I am concerned that they may not have had the best interests of the ARC in mind when they promoted the early transfer of fees (hundreds of thousands of $) to the management company.  This money is now apparently lost.  

I would like to see this decision on hold - until a formal review by an outside agent can be conducted.  I have sent a request for a review to the board, and am waiting for a reply.  I am not a lawyer, but it seems that if the ARC board tried to push this merger through without a fulsome discussion, then they are not serving ARC well, and perhaps some legal remedy may be sought.

What is the rush and who benefits from it? Doesn't look like the owners will.  Many will simply walk away from their timeshare.  What happens to those points?  

At the moment there are about 97 condos and 200 million RCI points in ARC - with about 2.5 million dollars of maintenance fees.  This club should be viable.  Why are we giving it away to VI?


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## tpelton

*An alternative.*

Just had a thought.

We ought to do an analysis of how many p2p members were served by the merger with VI.    What is the true value offered by this merger with VI - zero - you can pick up as many VI points as you like for almost nothing on the resale market.

Although the Aviawest board  seems to be presenting this merger as the only option, there may be another -- liquidation.  

97 condos - each of which might net $200 000-$400 000  as private condos
- If I have my figures right that's  about $20 000 000 - $40 000 000 to be shared among the 4200 owners according to their points (200 000 000 shares).  That would be $0.10-$0.20 per RCI point or about $5000-$10000 back for an owner with 50000 points.  This seems a lot more equitable to the Club owners than essentially $0 (as you can buy up as many VI points as you like through resales sites at virtually no cost.

I am suspicious that the push for merger is coming from the developers - who are angling to retain effective control over project in the hopes of recovering what they have lost.  The fact is, the developers gambled and lost, and as directors, it seems that they have inappropriately put the club in jeopardy.  The club owners should be the beneficiaries of the assets that they own (the 97 condos) not the developers.


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## therogersfam

OK so I know that one of the directors of ARC is the CFO for the developers, ie an employee of the developer and also an owner. Which of the developers are also directors?

I'd also like to know what our options are and heopfully some others will reply to get a feeling what others are thinking. 

Howvere how would liquidation work, if the club was ended and all of the units to be sold wouldn't taht mean needing to create a new strata for the whole block. There would be some need to group manage the common property assocaited to the 95 units, even if they were sold as 10% units woulddn't there? 

 I am not sure how practical that would be, but maybe there is something I don't understand.


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## tpelton

*Options and full info ought to have been given*

The members of the developers family all have the same last name - and the last annual report included them as directors still.  Most recently they seem to have moved away from the directors role.

There are a few directors identified in the paperwork and I think that this all that there are.

Another poster on another board described some of the difficulties with liquidation or independent running of ARC (difficult to get credit to make it happen, hard to sell, etc).  Which may be very true, and maybe a sale to VI is the only viable option to avoid a collapse of ARC entirely.  

Things that bug me are:

The current board has not been forthcoming with full information about thei merger (negatives too) and any other options and have not acted to support communication amongst members.

The VI merger is probably being aligned with the VI purchase of the developer's assets.  If there is any cash going to the developers at all - it is wrong.  When they were acting as the directors, they had a duty to preserve our assets and the ARC - instead, they seem to have inappropriately advanced funds to their and their companies benefit.     Did ARC have directors liability insurance in place (in May 2011 they discussed buying $2million of such ins.) - if so, the members ought to be the beneficiaries of that.  In addition, if the directors of the developers' family have any remaining assets, ARC ought to have status as creditors on that.

VI is acting in a sleazy fashion in that they are not providing fulsome information, indeed they won't provide much info at all until the day of the meeting where the decision will be made.  If they truly are a better outfit, then they ought to be more forthcoming.  What are their projected costs and benefits?  Are ARC members able to take advantage of the Prestige Platinum program (the way to get full value from your points) - and at what cost.  Why did I have to dig to figure out that my maintenance fees would be jumping from $1500 to $2500 a year?  Why are their fees so high (ARC was viable until the developers went afoul and wrecked things)?

Tim


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## timeshare junkie

Hi. As a past owner of Pacific Shores I am aware of the developer and his deals in the past. A merger with Vacation Internationale will keep the developer out of bankruptcy and will devalue the members RCI points when converted to V.I. points. Point to Point resort club of Victoria merged with V.I. to avoid bankruptcy in 2010. The members accepted a deal with the majority of votes being proxy. A search for Vacation Internationale gives a link to the Point to Point deal the members were offered. This will be close to the same deal offered to Avia West members. Try this search link.

Good Luck to all members. The developer will rise again to start another scam.
Bill
http://bing.search.sympatico.ca/?q=alta vista&mkt=en-ca&setLang=en-CA


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## dreamin

*I'm Confused*

I own at the Rosewood in Victoria.  I read the little bit of information that was sent to owners from Aviawest and the Board.  I'm new to all of this transfer business and I find it very confusing.  I don't know how I am supposed to make an educated proxy vote.  Tim, if you find out any more information I would be grateful if you would post it here.  Thanks!


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## tpelton

*Some info...*

The best advice I have found thus far was on another forum.

Essentially the points made were:

The ARC will likely fold if there is no manager.   If there is no money then there is no manager.  VI is being opportunistic, but if you transfer you will get a share in some of that bonus that VI reaps. 

Even though we have lots of assets, there is little will on the part of the board to put in the time and energy to seek an alternative (which is uncertain)

We may not have the flexibility to borrow money and pursue other options (what do the rules of the club say?)

The VI deal isn't as bad for members with 30-40000 points - they will see about 25% increase in Maintenance fees, but the fees for some other exchanges (within VI) will be lower than RCI.   It still isn't a great deal - but all timeshares are depressed in value - so the fact that you can get VI points for closing costs - just means that people are being squeezed.

I'm moving to the resigned side of the scale, but I am still interested in pursuing the former directors for their inappropriate prepayment of funds to their own companies.  If we have liability insurance (as was proposed in 2011 AGM) then we at least ought to collect that and distribute it to the ARC members. If the directors who drove the club into the ground (i.e., the developers) have any other assets, those too might be available to compensate the club members if they acted inappropriately.  

The whole business is unsavoury and I can't say I'm happy with the current directors.  It would have been better if they had supported open communication between ARC members (at least point them to a forum like this to discuss).

Tim


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## deejay43

The Board of Directors for ARC have done the membership a great disservice in at least three instances. It did not advise us of what options were being pursued on behalf of the membership following the Aviawest Group of Companies petitioning for CCAA protection in October. Instead, it presented us with the singular option of merging with VI in a letter providing less than three weeks notice of the meeting where the voting has to take place. It been less than forthcoming with the financial details of this merger. It did not remove the one individual sitting on the board who also sits on the Board of Directors for the Aviawest Group of Companies to avoid what could be perceived to be a conflict of interest.
I contacted RCI North America on February 26 asking what options we have as individual RCI members with respect to points usage. I asked specifically about merging with Wyndham which is the sole owner of RCI. This morning I received an email advising that there would be a formal response within the next 5-7 working days. If it goes the full 7 days it will not be in time for the meeting.
There is a wealth of information open to the public in the sworn affidavits filed with the court on the website Grant Thornton LLP. In my opinion, the behavior of the developer and its board of directors has been unconscionable in mixing club finances with those of the parent companies in order to extend the day to day operation of their resorts. This is particularly offensive when you put it in the context of the "warm and fuzzy" image attributed to the developer by the sales staff who led us to believe that our best interests were always to the forefront. Somehow I have difficulty with that after learning about the grossly inflated salaries they have been receiving as their companies fell further and further behind in their fiscal obligations.


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## pineapple

*Aviawest Issue*

Thank you to the person who sent me the link for information regarding the merger, I believe it was tpelton.  I am a US resident and the letter I just received was the first indication that something was up, well except for the maintenance fee being solicited 6 months early. Silly me, I thought it was to make budgeting the yearly maintenance easier. 
   What is happening with the collection of the monthly payments?  Are they still coming out of peoples' checking accounts?  I opted to send checks, so wonder what will happen to them.
   In looking at the VI website, I am not impressed and find that most of the properties are not in an area convenient to me.  However, I did just speak with a knowledgeable points guide with RCI who explained to me that they deal with VI members regularly.  VI gives you "their" point value and when it is to be used as RCI,  points, it is multiplied by 420 for exchange use.  So a person having 30,000 Avia West points will be 71.42 points with VI for use with their exchange network, or 30,000 with RCI.  Also, unlike VI, the points with RCI and be extended (for a fee).  He also gave me a number for VI of 800-444-6633. Is that the number other people have tried?
   As for myself, I am not sure how I feel about the merger and if I will continue as a points member.  
   We have weeks at other resorts that we use each year, and a couple we space bank for exchange.  I know there are fewer exchange resorts available because the parent company of RCI, Cendant/Wyndham does skim the best weeks off for rental to individuals or for travel agent booking. 
   It is unfortunate that what we all bought into as a way to take vacations has become such a hassle and unpleasant situation, but we must individually decide what is best for our purposes.
   I will continue to follow this thread and hope others will contribute their thoughts and what they plan to do.
       Jan a.k.a. Pineapple


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## IRCG

*Message from Intrawest Resort Club Group*

Dear Aviawest Resort Club Members

There appears to be much speculation on the timeshare forums regarding the interest of other timeshare company’s in Aviawest Resort Club.   Please be advised that Intrawest Resort Club Group, the exclusive manager of Club Intrawest, has provided a reasoned and compelling offer to manage Aviawest Resort Club on terms substantially the same as the existing management contract.   This offer would not involve a merger with Club Intrawest and would allow you to maintain your existing Club and enjoy enhanced benefits of an affiliation with Intrawest Resort Club Group.   Intrawest you received an email from the president of the board of directors this morning confirming that the board does not want to pursue the Intrawest offer and confirmed that the initial invitation to attend the meeting this Sunday was withdrawn.

If you are interested in learning more about Intrawest Resort Club Group’s proposal, please contact your board of directors, who were presented with a copy of our offer.

Intrawest Resort Club Group


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## Maple_Leaf

*Club Intrawest?*



IRCG said:


> Dear Aviawest Resort Club Members
> 
> There appears to be much speculation on the timeshare forums regarding the interest of other timeshare company’s in Aviawest Resort Club.   Please be advised that Intrawest Resort Club Group, the exclusive manager of Club Intrawest, has provided a reasoned and compelling offer to manage Aviawest Resort Club on terms substantially the same as the existing management contract.   This offer would not involve a merger with Club Intrawest and would allow you to maintain your existing Club and enjoy enhanced benefits of an affiliation with Intrawest Resort Club Group.   Intrawest you received an email from the president of the board of directors this morning confirming that the board does not want to pursue the Intrawest offer and confirmed that the initial invitation to attend the meeting this Sunday was withdrawn.
> 
> If you are interested in learning more about Intrawest Resort Club Group’s proposal, please contact your board of directors, who were presented with a copy of our offer.
> 
> Intrawest Resort Club Group



A message out of the blue from a mysterious first-time poster.  Is that a plot I hear thickening?


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## eal

Curiouser and curiouser...


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## The Newt

*Aviawest options in transition*

VOTE NO TO MERGE! Here's why!!
The ARC Board has a responsibility to provide all members with indisputable transparency, including all the options open to us. 

An excellent option is to *simply replace our management company*, and continue to use our Club as is, with our assets intact. 
Why has the Board not offered or informed us of this as an option? 
Intrawest has made an excellent offer to manage our ARC Club, beginning immediately,* plus* to gift us a huge amount of money--I see this as sort of like a signing bonus, if we enter into a five year contract. 
What could be better? To find stability in these unstable times, to retain all our assets, to receive a cash infusion to get us back on our feet, and to have the resources of a reputable, experienced manager who has kept their Club's increases in yearly dues to a little over 3% over the past 5 years. I say this is the answer to our problems!
Intrawest made an offer to the ARC Board, and yet I have not seen one word posted anywhere. Was it mentioned at the info meeting today in Nanaimo?

Intrawest's offer to manage our Club is a win-win-win for us.
Until things settle down , the_* best best best *_option is to change to a* new manager*--one who can softly land us back on our feet in no time, and still let us keep the Club's assets and organization, as before.
If ARC members are unhappy, then in 5 yrs., we can change the arrangements with due process following our bylaws. 

Another option is to merge with another club, such as but not necessarily VI. 
Do members really understand that if they merge with VI, that all ARC assets of millions of dollars of prime property may be gone. ASK!
If we merge with VI, these assets and our votes will be diluted by 10 times? I prefer a ratio of 1/4,200 compared to 1/44,000.
For $139, ARC members think they are getting a whole new club with VI, yet we are donating our assets! 
Do not be fooled into thinking opportunities for using the VI clubs will be easy.  ARC members will be competing with 44,000 VI others for the same units, at the same time, with many having a lower standard of quality than ARC units. 
If ARC members really want to join VI, there are memberships being given away for free on various websites. 

One other option, possibly yes, is to liquid. Our assets may be currently worth as much as 30 million dollars. Let's ask the Board how much!
Each ARC owner would share in the liquidation division. Frankly, I do not see this as the way to go, as this will mean our Club is unusable, it will take time to do, we did not buy these timeshares to sell  them for a fraction of their value, and we will likely be hindered by the legal ties we have to our old manager.


ARC owners have been seriously messed with, big-time money is gone, and the legal courts are working to sort this out. 
We are paying a whole lot of legal bills, and this has to stop.

This merger vote is happening *too fast*, with *too little information*, and *not enough notice* (ie: 10 days!  is far too short) to decide on such a huge transition. 


PLEASE ATTEND THE MEETING AT UVIC AND VOTE NO!


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## tpelton

*Communication option*

While I really appreciate the forums as a place to converse I am concerned that most ARC members are out of the loop.

I expect to be voting NO tomorrow as well. 

Given that The information provided was incomplete and misleading I believe that the proxy votes may be invalid.

I also believe that the past and current boards have not acted in our best interests, and believe that the members ought to have an opportunity to discuss their options fully. 

In an Attempt to improve communications, and support any action that the members as a group might want to undertake I have set up an email for people to sign up to communicate with other members. The email address is aviawestmembers@gmail.com. -after the meeting I forward links to the two forums this is being discussed on to all interested parties . Even if all we do with it is pass along a UR tothis site, that would be far better than we have now. I will try to bring some leaflets to pass around tomorrow to get the word out.

Questions I would like to have answersed include:

Why not table the vote for a month, present a series of options ahead of time and allow an open vote after all of the issues have been discussed?

Are the previous or current directors serving the best interrests of the ARC members? Who is checking on this? Are they independent? Shouldn't we be chasing the directors liability insurance down (if it is owed)?

Do the developers retain voting rights if their fees are not paid or if their companies are indebted to ARC?

Can we overturn whatever transpires tomorrow?  Can we band together and find a way to ensure that members are given a fair deal?

Tim


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## tpelton

*Pass along the forum name and email to others please*

Sorry, I'm being held hostage by a cold so I'm not going to be able to make it.  

I've set up an email address to support communication which I would be happy if anyone was willing to pass along to folks.  I see this email as a possible communication tool for members who would like to band together to fight the apparent abuses of the board.  aviawestmembers@gmail.com

But please also pass along that there are discussions on these forums.

Tim


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## oceanvps

Update from VI FAQ

New Update - Information regarding March 11, 2012 Meeting

The proposal to merge the Aviawest Resort Club ("ARC") into VI was approved by Aviawest members at a Special General Meeting on March 11.  The final vote tally was 1,304 members in favor to 38 members against.  

The monitor in the CCAA case of Aviawest Resorts Inc. ("ARI") has asserted a right to review the transaction in the CCAA court.  Accordingly, a hearing has been scheduled for March 19 to consider whether the March 11 meeting was properly called; whether the management agreement between ARC and ARI can be terminated and/or assigned by the club without court approval; and whether special declarant voting rights held by ARI can be voted and if so whether they can be voted by ARC, ARI or the monitor. 

After the March 19 hearing and a court ruling on these matters, final binding offers to the CCAA monitor for assets within the court's jurisdiction are due on March 21.  Following that, the monitor and court will make a final decision as to the disposition of these assets by March 26.

ARC is represented by its own counsel in the CCAA case.  VI is represented by separate counsel in the matter.  ARC and VI are continuing to work to fulfill the intent of the large majority of ARC members to close the transaction.

For information on the CCAA case, please review selected filings by the parties at http://www.grantthornton.ca/services/reorg/bankruptcy_and_insolvency/aviawestgroup

Click to view the Presentation From March 11, 2012 Meeting. (There's a link on VI website here)

How much is the conversion fee to join Vacation Internationale?
While not finalized, it will be approximately $69.00 USD.


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## eal

Check out this document in particular:
http://www.grantthornton.ca/resourc.../Aviawest Group/Aviawest.Club.submissions.pdf
The developers currently lay claim  to own 10.5 million points and have not paid mf's on those points since 2008 (!) the Board is therefore asserting that the developers have had their voting rights suspended.


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## T_R_Oglodyte

eal said:


> Check out this document in particular:
> http://www.grantthornton.ca/resourc.../Aviawest Group/Aviawest.Club.submissions.pdf
> The developers currently lay claim  to own 10.5 million points and have not paid mf's on those points since 2008 (!) the Board is therefore asserting that the developers have had their voting rights suspended.



Which has apparently triggered a severe and immediate liquidity crisis at ARC.  And that means that time isn't a commodity that is available.  It appears to me that the people who are calling for my time may, unwittingly, be advocating for collapse of ARC.  

Of course that poses the question of how the ARC Board allowed matters to get to the crisis state.  If Aviawest hasn't been paying since 2008, the crisis wouldn't have recently risen full-blown


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## shemsi1

*Protest*

We have protested the reorganization of Aviawest.

We own an actual unit/week at Pacific Shores Nature Resort.  We were conned into buying RCI points sold by Aviawest as access to the Parkside Victoria resort.

We paid our RCI/Aviawest fiscal July, 2011-June, 2012 maintenance fee in a lump sum in July, 2011.

Aviawest began billing us for the period July-December, 2012 in monthly  installments paid from Jan, 2012 through June, 2012.  The Pearson's have consumed these maintenance fee monies paid to cover the period July-December, 2012 -- a period beyond when Aviawest ceases to exist.  This is theft by conversion.

We are paid in full for access to our 2012 calendar year.  And yet, Aviawest & Vacations Internationale (VI) placed a hold on our 2011-12 RCI points.

In a phone call on June 13, 2012, VI stated "You must convert to VI or you will lose your points." This is blackmail.

VI is blocking our access to RCI points for which we have already paid. They attempted to blackmail us into paying them for access to assets for which we have already paid.

This deal between Aviawest and VI was supposedly agreed to during a meeting in March, 2012 ... a meeting of which we were not informed.  Supposedly "97% of owners" agreed (per Jim Pearson) to this highway robbery.  

VI was the only option presented to the owners at the March meeting.  The Club Interwest proposal presented to the Pearson family controlled board apparently was never presented. This is a fraudulent presentation of the "facts."

When given the option of approving VI or nothing, what choice did the real owners of Aviawest have?

We protested the Pearsons' reorganization based on this "deal" which gouges and disenfranchises the real owners of Aviawest timeshare access.

If you want to join the chorus of protest email the bankruptcy monitor: 
Michelle Madrigga (Michelle.Madrigga@ca.gt.com)


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