Thailand-based Minor International said on Tuesday (June 5) that it plans to launch a takeover bid for NH Hotels, valuing the Spanish hotel group at up to €2.5 billion after buying a stake from Chinese conglomerate HNA Group.
Minor International has agreed to pay HNA, NH's biggest shareholder, €622 million for a 26.5% stake in the hotel group, subject to certain conditions.
After the conversion of some bonds to shares, it would take Minor's stake in NH to around 38%, exceeding the 30% ownership threshold beyond which Spanish law requires a full takeover be launched.
Minor will offer €6.4 for each remaining share in NH, it said in a filing with the Spanish market regulator.
HNA Group's sale of the NH stake to Minor will take place in two stages. The Chinese firm said it had agreed to sell a 17.64% stake in the hotel chain for €6.4 per share in a transaction expected to close on June 15.
If the first tranche is completed, it would then sell a further 8.83% of NH for €6.10 per share. This deal is expected to close between September 10 and 16.
Minor owns and operates more than 150 hotels and resorts under brands including Four Seasons and Marriott. It started an investment drive in 2016 through which it said it planned to operate 210 hotels by 2020.
HNA is restructuring operations and selling assets to raise cash, partly to repay debt.
Since the start of 2018, it has agreed to sell over $10 billion of real estate in Australia, New York and Hong Kong, along with shares in Deutsche Bank AG, and Hilton Worldwide Holdings Inc.
HNA said in January it had hired banks to look for buyers of its stake in NH.
HNA had an acrimonious relationship with NH, which ousted the Chinese group's representatives from its board in 2016 after HNA's purchase of a rival hotel group led to accusations of a conflict of interest.
NH, which has more than 370 hotels in 30 countries, turned down a takeover offer from Spanish peer Barcelo in January. Barcelo had then considered making an offer for HNA's stake before the deal with Minor was struck, according to media reports.
Spain, by far NH's biggest market with around a third of its hotels there, became the second most visited country in the world after France in 2017, overtaking the United States, and property consultancy Irea estimates investment in the sector reached a record €3.9 billion.