Starwood Hotels & Resorts Completes $14.6 Billion Acquisition of ITT Corporation; Creates Largest Hotel & Gaming Company in the World

Business Wire, Feb 24, 1998

PHOENIX--(BUSINESS WIRE)--Feb. 24, 1998--Starwood Hotels & Resorts Worldwide, Inc. ("the Corporation"), a hotel management and operating company, whose shares are paired with and trade together as a unit (NYSE:HOT) with Starwood Hotels & Resorts (the "Trust", and together with the Corporation, the "Company" or "Starwood Hotels") a real estate investment trust, today announced the completion of the previously announced acquisition of ITT Corporation (NYSE:ITT). After yesterday's closing, Starwood Hotels' portfolio now includes more than 650 hotels and resorts located in over 70 countries worldwide, with additional hotel and resort projects under development around the world.

"With the closing of the ITT acquisition, together with our recently completed Westin acquisition, Starwood Hotels has emerged as a leader in the worldwide leisure industry," said Barry S. Sternlicht, Chairman and Chief Executive Officer of the Trust. "The ITT acquisition provides Starwood Hotels with a collection of five of the world's leading hotel brands, a proprietary acquisition pipeline of Westin and ITT managed hotels and, together with Westin, an international infrastructure and critical mass that should enable Starwood Hotels to capitalize on additional growth opportunities, both domestically and internationally.

"I am quite proud that we have successfully concluded this merger. Starwood Hotels now owns some of the finest assets and brands in the lodging industry. Closing this complex transaction, obtaining all the necessary approvals and securing appropriate financing while at the same time maximizing the value of the disposition assets has taken herculean efforts of both the Starwood Hotels & Resorts and Starwood Capital Group teams. Now, we will turn our focus to maximizing the value of the acquired assets so that we can continue to drive shareholder returns. The opportunities are very exciting.

"We expect our combined management teams to focus on leveraging Starwood Hotels' tremendous size and capital structure in an effort to maximize the efficiencies and true potential of the combined upscale, full-service asset bases of Starwood Hotels, Westin and ITT. The extensive work already completed by our internal integration teams together with Arthur Andersen, Perot Systems and Towers Perrin has resulted in integration road maps the implementation of which are already underway. In so doing, we expect to achieve significant revenue enhancement as well as substantial cost savings, operating synergies, and economies of scale that should enable us to achieve significant internal growth rates in 1998 and beyond," concluded Mr. Sternlicht.

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Final Cash and Stock Election Results

    Starwood Hotel's Exchange Agent, ChaseMellon Shareholder Services,
LLC, indicated that the following final elections have been made with
respect to the 117,318,879 shares of outstanding ITT Common Stock at
the effective time of the merger:

            --  Cash elections      86,977,138
            --  Stock elections     19,972,721
            --  Non-electing        10,369,019