Vail Resorts (MTN), Whistler Blackcomb Proposed Merger Approved by Investment Canada Act

October 5, 2016 6:22 AM EDT

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Vail Resorts, Inc. (NYSE: MTN) and Whistler Blackcomb Holdings Inc. announced that Vail Resorts has received Investment Canada Act approval in connection with the previously announced strategic combination joining Whistler Blackcomb with Vail Resorts by way of plan of arrangement ("the Arrangement"). As previously announced on September 23, 2016, the Canadian Competition Bureau issued a no-action letter under the Competition Act (Canada) in respect of the Arrangement. No further regulatory approvals are required in order for the transaction to close.

The proposed combination remains subject to certain closing conditions, including approval by Whistler Blackcomb shareholders and the Supreme Court of British Columbia. Subject to receipt of such approvals and the satisfaction of other customary conditions (including applicable stock exchange approvals), the Arrangement is expected to close on October 17, 2016.

Exchangeable Share Election Deadline

Under the terms of the transaction, Vail Resorts will acquire 100 percent of the stock of Whistler Blackcomb, whose shareholders will receive C$17.50 per share in cash and 0.0998 shares of Vail Resorts common stock for each Whistler Blackcomb share held. The stock component of the consideration is subject to currency exchange rate adjustment if the Canadian dollar is above or below USD$0.7765 six business days before the effective date of the transaction.

Whistler Blackcomb shareholders that are Canadian residents for tax purposes and not exempt from Canadian taxes (as well as partnerships any member of which fulfills such conditions) may elect to receive for each Whistler Blackcomb share an equivalent exchange ratio of shares in a Canadian subsidiary of Vail Resorts ("Exchangeable Shares") instead of the Vail Resorts shares to which they would otherwise be entitled. Each whole Exchangeable Share will be exchangeable into one Vail Resorts share. Eligible Whistler Blackcomb shareholders who wish to receive Exchangeable Shares must deposit a Letter of Transmittal and Election Form with Computershare Trust Company of Canada (Attn: Corporate Actions) no later than 2 p.m. (Vancouver time) on October 12, 2016, the election deadline, via the contact information below.

For mail:P.O. Box 702131 Adelaide St. E. Toronto, ONM5H 3H2

For hand delivery/courier/registered mail:100 University Avenue 8th Floor Toronto, ON M5J 2Y1 Attn: Corporate Actions

510 Burrard Street 2nd Floor Vancouver, BC V6C 3B9

Inquiries:Telephone: 1-800-564-6253Email: corporateactions@computershare.com



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