# Diamond Resorts To Acquire Sunterra For $16.00 Per Share In Cash Creating Leading Va



## Spence (Mar 12, 2007)

FOR IMMEDIATE RELEASE
March 12, 2007

DIAMOND RESORTS TO ACQUIRE SUNTERRA FOR $16.00 PER SHARE IN CASH CREATING LEADING VACATION OWNERSHIP COMPANY

LAS VEGAS, March 12, 2007 – Sunterra Corporation (Pink Sheets: SNRR) today announced it has entered into a definitive agreement with an affiliate of privately held Diamond Resorts, LLC, based in Las Vegas. Under the terms of the agreement, Diamond Resorts' affiliate will commence a tender offer within the next five business days for all of Sunterra's issued and outstanding common stock at a purchase price of $16.00 per share in cash (the "Offer"), a 35% premium over the March 8th closing price of Sunterra's common stock, the day before rumors of the acquisition entered the marketplace. The total value of the transaction is approximately $700 million, including $375 million of existing Sunterra debt.

The Offer will be open for 40 calendar days following commencement of the Offer. The debt financing supporting the Offer will be financed by a bank group led by Credit Suisse, which has provided a definitive financing commitment to Diamond Resorts.

John D. Ziegelman, Chairman of Sunterra, said, "Both our management team and our Board of Directors believe that, following a detailed review of strategic alternatives, the Diamond Resorts Offer is the best approach to maximize shareholder value and is in the best interests of Sunterra's stockholders, customers and employees. We look forward to working with Diamond Resorts to effect a smooth transition."

The Sunterra board of directors has unanimously approved the acquisition. Consummation of the Offer is subject to customary conditions and is not subject to financing. The parties expect Diamond Resorts' acquisition of Sunterra to be completed during the second calendar quarter of 2007. Following the Diamond Resorts affiliate's acquisition of at least 90% of Sunterra's outstanding shares, the Diamond Resorts affiliate will merge with and into Sunterra, with any shares not tendered in the tender offer being converted into the right to receive $16.00 per share in cash. Sunterra will remain headquartered in Las Vegas.

The Sunterra board of directors has received opinions from its financial advisors, Merrill, Lynch, Pierce, Fenner and Smith, Inc. and Duff & Phelps, LLC, that the consideration to be paid to Sunterra stockholders in the transaction is fair from a financial point of view. Weil Gotshal & Manges LLP and Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. are acting as legal counsel to Sunterra.

Important Notice to Investors: The tender offer for the outstanding common stock of Sunterra Corporation has not yet commenced. This document is neither an offer to purchase nor solicitation of an offer to sell securities. At the time the Offer is commenced an affiliate of Diamond Resorts LLC will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission ("SEC"), and Sunterra will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Sunterra's stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's web site: www.sec.gov.

Sunterra expects to hold a conference call with investors within a short period following the filings of the above documents with the SEC.


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## Dave M (Mar 12, 2007)

As this duplicates another thread already started on this forum, I am closing this one. Those wishing to respond may do so at this link.


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