Whistler Blackcomb Holdings Inc. in its $1.4 billion acquisition by Vail Resorts

On October 17, 2016, Whistler Blackcomb Holdings Inc. and Vail Resorts, Inc. completed an agreement pursuant to which Vail Resorts acquired 100 percent of the stock of Whistler Blackcomb, whose shareholders received C$17.50 per share in cash and 0.0998 shares of Vail Resorts common stock.

For tax purposes, Whistler Shareholders that were Canadian residents were able to elect to receive, for each Whistler Share held, 0.0998 shares in a Canadian subsidiary of Vail Resorts instead of the Vail Shares to which they would otherwise be entitled. Each whole exchangeable share was able to be exchanged into one Vail Share (subject to customary adjustments for stock splits or other reorganizations). The share exchange ratio was also subject to a currency adjustment if the Canadian dollar was above or below US$0.7765 six business days before the closing of the transaction. Based upon exchange rates as of August 5, 2016, Whistler Shareholders would receive, for each Whistler Share held, C$17.50 per share in cash and 0.0975 Vail Shares.

Whistler Blackcomb is situated in the Resort Municipality of Whistler located in the Coastal Mountains of British Columbia, north of Vancouver.

Osler, Hoskin & Harcourt LLP represented Whistler Blackcomb with a team led by Jeremy Fraiberg (M&A) and includes Alex Gorka, Amelia Miao and Rob Lando (M&A), Dov Begun, David Davachi, Firoz Ahmed and Paul Seraganian (Tax), and Michelle Lally and Kaeleigh Kuzma (Competition).