[Letterhead of CNL Hotels &
Resorts, Inc.]
Re:
Termination of Reinvestment Plan and Suspension of Redemption
Plan
To: CNL Hotels
& Resorts, Inc. Stockholders
We recently
disclosed in filings with the Securities and Exchange Commission
that CNL Hotels & Resorts, Inc. (the “Company”) has
entered into a definitive agreement and plan of merger, dated
January 18, 2007, as amended as of February 21, 2007 (the
“Merger Agreement”), to sell certain assets and to
subsequently be acquired by an affiliate of Morgan Stanley Real
Estate Fund V, U.S., L.P. (the “Merger”). If the Merger
and the transactions contemplated by the Merger Agreement are
completed, our stockholders would be entitled to receive a total
amount in cash equal to $20.50 per share, without interest and less
any applicable withholding tax. 1
The Merger
Agreement provides that we shall promptly suspend or terminate, in
accordance with their respective terms, and shall not reinstate,
our Amended and Restated Reinvestment Plan (the “Reinvestment
Plan”) and our Amended and Restated Redemption Plan (the
“Redemption Plan”). Accordingly, our board of directors
has determined that it is in the best interest of the Company to
(i) terminate the Reinvestment Plan effective as of
March 31, 2007 and (ii) suspend the Redemption Plan
effective as of March 31, 2007. As a result, as of the
respective effective dates, any distributions to our stockholders
will not be reinvested in shares of our common stock pursuant to
the Reinvestment Plan and no shares of our common stock will be
redeemed by the Company pursuant to the Redemption Plan for the
first quarter of 2007 or in any quarter thereafter while the Merger
Agreement remains in effect.
If you have any
questions, please call the Client Services department at
(866) 650-0650.
Thank you for
the opportunity to be the stewards of your investment.
Thomas J.
Hutchison III
Chief Executive Officer
1 The
transactions contemplated by the Merger Agreement are subject to
customary closing conditions, including approval of the
Company’s stockholders. Although the transactions
contemplated by the Merger Agreement are expected to close in the
second quarter of 2007, there can be no assurance that the closing
conditions of the Merger Agreement and other agreements will be
satisfied or that the transactions will be consummated, or
consummated on the terms in the Merger Agreement. Additional
information concerning the transactions contemplated by the Merger
Agreement is available on our web site at http://www.cnlhotels.com
or at the SEC’s web site, www.sec.gov.
In connection
with the proposed transactions contemplated by the Merger Agreement
(the “Sale Transaction”), the Company filed with the
Securities and Exchange Commission (the “SEC
|