Intrawest Acquires Whistler
and Copper Mt. Resorts

December 18, 10:30 a.m. PST --

Whistler Gets $35 Million Expansion and Creekside Village

Intrawest Corporation, Whistler Mountain Holdings Ltd. , and Copper Mountain, Inc., Colorado , today announced their intention to combine the three companies and their assets into one company under the Intrawest name. The transactions are valued at approximately Cdn.$260 million (US $192 million).

In a related announcement, Intrawest has announced that in addition to ongoing improvements at Blackcomb, a capital investment in excess of Cdn.$35 million for Whistler Mountain enhancements will be made. Additionally, Intrawest will immediately begin work to complete the village plan for Whistler's Creekside.

Intrawest also announced that Copper Mountain will receive over Cdn.$35 million (US $26 million) in capital improvements on the mountain including new lifts. In addition a total of Cdn.$460 million (US $340 million) will be invested over the next 10 years to complete the Copper Mountain Village which is situated at the base of the mountain. An additional 1,000 residential units and 80,000 square feet of commercial space will be built at Copper.

The total consideration of Cdn.$260 million is made up of 6.1 million Intrawest common shares and the balance in cash, debt and preferred shares. The 6.1 million shares will represent 20.9 per cent of the company. Charles Young, representative owner of Whistler Mountain, and a representative owner of Copper Mountain, Inc., Colorado, will join Intrawest's Board of Directors.

"The combination of these three companies and their assets now position Intrawest to emerge as the leader in the ongoing consolidation of the North American ski resort industry," says Joe Houssian, Chairman, President and Chief Executive Officer of Intrawest.

The three companies, Intrawest, Whistler and Copper recorded a combined 4.5 million skier visits in 1995/96, up 61 per cent from Intrawest's 2.8 million visits in the same period.

"The intent of this transaction is to help us be stronger and more competitive on a global, international stage," added Houssian. "The North American destination visitor market is highly competitive. Competitors like Vail and Aspen, both multi-mountain resorts with single owners, are driving us to continue investing to keep up. We must provide more high-speed lifts, mountaintop restaurants, grooming and snow-making to stay on top."

"This is a significant day in Intrawest's evolution," says Houssian. "Both Whistler Mountain and Copper Mountain are each known in their respective regions as a true skier's mountain. Just as we have done with our other resorts, our commitment will be to carry on with the wonderful and unique character of each of these mountains."

Charles Young, Chief Executive Officer of Whistler Mountain, says the Young and Barker families, owners of Whistler Mountain for 17 years, are very pleased at today's agreement.

"We believe all those who love Whistler Mountain as we do will be well served by this new partnership," he says. "We truly believe this is the best possible news for Whistler Mountain and the entire valley. We have invested more than $75 million in Whistler and we recognize that the assets of Whistler Mountain, combined with the resort development expertise and marketing network of Intrawest, will make a stronger future for both."

Says Hugh Smythe, founder of Blackcomb Mountain and President of Intrawest's Resort Operations Group, "These are two great mountains with completely distinct personalities. We want to keep the spirit of both mountains as lively as they currently are and we will continue to enhance the special character of each one."

"What I always loved most about Whistler Mountain was its wide open spaces and we plan to move quickly to provide even more," says Smythe who early in his career served as Whistler Mountain Manager. "The mountain has 30 per cent more terrain still available which will ensure it always has those wide open spaces."

Doug Forseth, President, Whistler Mountain, says the character at Whistler won't change. "It's not the owner or its ad campaign that gives a mountain its character, it's the terrain and the people that ski and ride it that make the mountain what it is," Forseth says. "This announcement gives us an excellent opportunity to change from a culture of one mountain simply trying to be better than the other, to a culture where we focus greater resources to make both mountains the best they can be, each in their own way for the benefit of our local and destination customers."

The agreement with Copper Mountain marks Intrawest's second entry into the Colorado market. The company is completing the village at Keystone Resort. Copper is located in Summit County, 15 miles from Keystone and 75 miles from Denver, and hosted 979,000 skier visits last season, slightly more than Blackcomb or Whistler mountains.

"Copper is right in the heart of Colorado ski country, the mecca of skiing in the US, which hosts more than 11 million visits, 20 per cent of the total US skier market," says Harry Mosgrove, President and C.E.O. of Copper Mountain. "We look forward to working as part of the Intrawest team to build Copper into a ski and resort experience second to none in the state."

Says Smythe, "The US Forest Service has characterized Copper as having the best natural ski terrain in Colorado. I couldn't agree more. It's a great mountain with phenomenal potential."

"With the announcement today of our new partnership with Whistler and Copper, Intrawest now has a roster of eight ski resorts, from British Columbia to Quebec, from California to Vermont," says Houssian. "No company is as well positioned in the increasing demand for recreational property and mountain resort vacations as Intrawest."

"We take great pride in our Canadian roots and identity, so the agreement with Whistler Mountain has a special meaning for us," says Houssian. "Whistler/Blackcomb is North America's top ski resort and the entity we are creating today will help maintain that position."

The transactions are subject to shareholder and regulatory approvals and other customary conditions and are expected to close in March 1997.

In a related announcement Intrawest Corporation announced today that it will seek shareholder approval to create a new class of special shares which would distribute to the holders the company's remaining equity in non-resort assets and related receivables.

The special shares would be distributed to Intrawest common shareholders prior to the closing of the Whistler and Copper transactions. As the remaining non-resort assets are sold, the cash received will be used to make annual redemptions on the special shares. Any gains or losses realized on the sale of these assets will be for the account of the special shareholders and will not impact the computation of earnings per common share. The book value of the equity in these remaining non-resort assets as at September 30, 1996, less sales of these assets to December 15, amounts to approximately Cdn.$86 million.

Intrawest Corporation is based in Vancouver, BC, and its common shares are traded on the Toronto and Montreal stock exchanges. Intrawest is the fastest growing company in North America in terms of total mountain resort revenue which includes retail, rental accommodation, food and beverage, ski ticketing, Resort Club, and real estate sales.


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