Kerzner Amends Agreement for Sale
PARADISE ISLAND, Bahamas -- (PRESS RELEASE) -- Kerzner International Limited (NYSE: KZL), through its subsidiaries a leading international developer and operator of destination resorts, casinos and luxury hotels, and an investor group which is being led by the Company's Chairman, Sol Kerzner and its Chief Executive Officer, Butch Kerzner, today announced that they have amended the definitive agreement under which the Company will be acquired by the investor group to increase the price per ordinary share from $76.00 to $81.00 in cash. As a result, the Company has agreed to terminate its solicitation of superior proposals announced on March 20, 2006. The Company has also agreed that the transaction cannot be terminated prior to a stockholder vote without the consent of the investor group. The aggregate transaction value, including the assumption of $599 million of net debt as of December 31, 2005, is approximately $3.8 billion.
The investor group also includes Istithmar PJSC ("Istithmar"), which is a significant shareholder of the Company, Whitehall Street Global Real Estate Limited Partnership 2005, Colony Capital LLC, Providence Equity Partners, Inc. and The Related Companies, L.P., which is affiliated with one of the Company's Directors.
The Board of Directors of the Company, upon the unanimous recommendation of a Special Committee of Directors formed to evaluate the terms of the transaction, has approved the revised terms of the merger agreement. The Special Committee, which includes representatives of two significant shareholders that are not affiliated with the investor group, negotiated the price and other terms of the revised merger agreement with the assistance of its financial and legal advisors.
The transaction is expected to close in mid-2006 and is subject to certain terms and conditions customary for transactions of this type, including the receipt of financing and regulatory approvals. Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners have provided commitments to the investor group for the debt portion of the financing for the transaction.
The transaction also requires approval of the merger agreement by the Company's shareholders. The Kerzners and Istithmar, which together own approximately 24% of the Company's ordinary shares, have agreed to vote in favor of the transaction. The Company will schedule a special meeting of its shareholders for the purpose of obtaining shareholder approval. Upon completion of the transaction, the Company will become a privately held company and its common stock will no longer be traded on The New York Stock Exchange.
In the event the merger agreement is terminated under specified circumstances, the investor group will receive a break-up fee of 3% of the equity value of the transaction (approximately $95 million).
The Company noted that it remains fully committed to all of its current development and expansion plans as scheduled, including its Phase III expansion on Paradise Island and its joint ventures in Dubai and Morocco. Furthermore, the Company remains focused on and committed to developing an outstanding proposal in connection with one of the two casino licenses to be issued by the Government of Singapore.
J.P. Morgan Securities Inc. is serving as financial advisor and Cravath, Swaine & Moore LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors to the Special Committee of the Company's Board of Directors. Deutsche Bank AG and Groton Partners LLC are serving as financial advisors and Simpson Thacher & Bartlett LLP is serving as legal advisor to the investor group.

