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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
SODEXHO MARRIOTT SERVICES, INC.
(Name of Subject Company)
SODEXHO ALLIANCE, S.A.
(Offeror)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
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833793102
(Cusip Number of Class of Securities)
Bernard Carton
Sodexho Alliance, S.A.
3, avenue Newton
78180 Montigny-le-Bretonneux, France
Telephone: 011-331-3085-7304
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Paul Kingsley, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
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[Press Release]
Paris, France - January 25, 2001
Sodexho Alliance
Proposes Cash Offer for
Sodexho Marriott Services
Sodexho Alliance, the world leader in food and management services, has
submitted to the Board of Directors of Sodexho Marriott Services a proposal to
acquire all the Sodexho Marriott Services shares it does not already own for
$27 in cash per share. This represents a premium of approximately 9% over the
closing market price of Sodexho Marriott Services shares on January 24, 2001,
and 21% and 44% over the average price of Sodexho Marriott Services shares over
the past 30 and 180 days respectively. Sodexho Alliance has owned an
approximate 48% stake in Sodexho Marriott Services since its formation in 1998.
Based on 33,339,650 Sodexho Marriott Services shares held by the public on
January 9, 2001, the total equity value of the offer is approximately $ 900
million. Sodexho Alliance has also proposed cashing out all vested,
in-the-money Sodexho Marriott Services employee stock options at their spread
value and rolling over any other Sodexho Marriott Services employee stock
options into Sodexho Alliance stock-based awards.
Pierre Bellon declared : "In May 1999, Michel Landel was appointed Chief
Executive Officer of Sodexho Marriott Services by unanimous vote of the Board.
We have the highest regard for the management and associates of Sodexho
Marriott Services in whom we have full confidence. We do not anticipate any
change in the strategy and operations of Sodexho Marriott Services".
The proposal is subject to due diligence, negotiation and execution of mutually
satisfactory definitive agreements, receipt of required governmental clearances
and other customary conditions.
Sodexho Alliance intends to fund the transaction through a combination of
equity and debt financing to maintain an appropriate level of leverage. Sodexho
Alliance is being advised on the transaction by Goldman Sachs.
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Information about Sodexho Alliance :
Sodexho Alliance was founded in 1966 by its current Chairman, Pierre Bellon. It
is today the world leader in Food and Management Services. With 286,000
employees and operations in 70 countries and 22,200 sites, Sodexho Alliance
generated Euro 10.5 billion in sales in fiscal year ended August 31, 2000.
Sodexho Alliance has been listed since 1983 in Paris and has a market
capitalization of Euro 6.9 billion. Since its creation, Sodexho Marriott
Services has been fully consolidated into Sodexho Alliance's accounts.
Information about Sodexho Marriott Services :
Sodexho Marriott Services (NYSE-SDH) was formed in 1998 through the combination
of Sodexho's North American operations and Marriott Management Services.
Sodexho Marriott Services is the largest provider of Food and Management
Services in North America, with $4.7 billion sales for fiscal year ended
September 1, 2000. Headquartered in Gaithersburg, Maryland, the company
operates at 5,000 locations across the U.S. and Canada.
US legend :
Sodexho Alliance has not yet commenced any tender offer based on the proposal
described in this press release. Upon the commencement of any tender offer,
Sodexho Alliance would file a tender offer statement with the Securities and
Exchange Commission. Sodexho Marriott Services shareholders should read this
tender offer statement if and when it becomes available, because it will
contain important information. The tender offer statement and other documents
filed by Sodexho Alliance about the offer would be available free of charge at
the Securities and Exchange Commission's website (http//www.sec.gov) and also
from the information agent for the tender offer.
Contact : Jean-Jacques VIRONDA - Investor Relations
Tel: + 33 (1) 30 85 72 03 - Fax: + 33 (1) 30 85 51 81 -
E-mail: vironda.jeanjacques@sodexho-alliance.fr