updated 1/30/2006 10:20:35 AM ET 2006-01-30T15:20:35

A group of investors including Saudi Prince Alwaleed bin Talal has agreed to buy luxury hotel chain Fairmont Hotels & Resorts Inc. for about $3.3 billion in cash, the company said Monday.

Including assumed debt, Fairmont said the value of the deal is about $3.9 billion.

Under the deal, a Canadian company owned by Prince Alwaleed’s Kingdom Hotels International and Los Angeles-based real-estate investment fund Colony Capital will acquire all of Fairmont’s outstanding shares for $45 each in cash.

The amount is a 2.7 percent premium to Fairmont’s closing stock price Friday on the New York Stock Exchange. But Fairmont noted that it is a 28 percent premium over its closing price on Nov. 4, the last trading day prior to the public expressions of interest in the company.

Shares of Fairmont rose 33 cents to $44.15 in early trading on the New York Stock Exchange.

The offer trumps a bid by billionaire investor Carl Icahn. Last week, Toronto-based Fairmont urged shareholders to reject Icahn’s $40-per-share offer to acquire a controlling stake in the company.

Once completed, the group intends to combine the company with Singapore-based hotel chain Raffles Holdings Ltd., which would bring its combined portfolio to 120 hotels in 24 countries.

The deal has been unanimously approved by Fairmont’s board, who recommended shareholders vote in favor of it.

Fairmont will remain an independent company headquartered in Canada, while Raffles will also retain its independent brand identity.

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