(Reuters) - Vail Resorts Inc (N:MTN) said it would buy Whistler Blackcomb Holdings Inc (TO:WB), operator of the ski resort that was a venue for the 2010 Olympic Winter Games, for about C$1.39 billion ($1.06 billion) to expand its mountain resort chain into Canada.
The C$36 per share cash-and-stock offer represents a premium of about 43 percent to Whistler Blackcomb's Friday close.
Whistler Blackcomb's shares were up 43.6 percent in mid-morning trading and Vail was up about 7 percent.
Vail, which owns mountain resorts in the United States and Australia, will pay about C$676 million in cash and C$715 million in stock.
Vail's offer was unsolicited, Whistler Blackcomb Chief Executive Dave Brownlie said on a conference call, adding that there were no other bidders.
Brownlie said the deal would help Whistler Blackcomb's growth plans, including a project that is aimed at insulating the company's resort from daily changes in weather.
The project includes an indoor adventure center and a six-star luxury hotel.
Whistler Blackcomb's year-round mountain resort in British Columbia is open for skiing from November through May of each year.
A number of lifts, which take people up the hill, remain open from May through October for summer activities including sightseeing, hiking, glacier skiing and mountain biking.
Whistler and Blackcomb are two side-by-side mountains connected by cable lift. More than 200 trails, 14 alpine bowls and three glaciers are spread across the mountains.
More than 2 million skiers visited Whistler Blackcomb's resort in the year ended March 31. The resort had 2.7 million visitors in all.
The company was formed in 1997 through the merger of Whistler and Blackcomb mountain resorts.
Vail is planning to use a term loan, its credit facility and cash-on-hand to fund the acquisition.
The deal, expected to close in fall 2016, comes seven months after Vail bought the Wilmot mountain ski area in Wisconsin.
Greenhill & Co is the financial adviser to Whistler Blackcomb. Osler, Hoskin & Harcourt LLP is the legal counsel to the company, and Farris, Vaughan, Wills & Murphy LLP is the legal counsel to Whistler Blackcomb's special committee of the board.
Stikeman Elliott LLP and Gibson Dunn & Crutcher LLP are the legal counsel to Vail.
($1 = 1.32 Canadian dollars)