TORONTO — 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, trumping an earlier bid by billionaire investor Carl Icahn, the company said yesterday.

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.

Kingdom Hotels is owned by Saudi Prince Alwaleed bin Talal bin Abdulaziz Alsaud, a global investor listed by Forbes magazine as the world's fifth-richest person with a net worth of $23.7 billion. He also owns 23 percent of Toronto-based Four Seasons Hotels Inc.

Colony Capital is a Los Angeles private equity firm run by Thomas Barrack Jr.

"Colony's mission is to make major investments with world-class partners and irreplaceable assets managed by proven management teams," Prince Alwaleed said in a statement.

The sale 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 before the public expressions of interest in the company. Fairmont shares rose 45 cents, or 1 percent, to close at $44.27 yesterday on the New York Stock Exchange.

The $45 price is more than 63 times Fairmont's 2005 earnings per share estimated by analysts surveyed by Thomson Financial.

Fairmont operates the Fairmont Orchid on the Big Island and the Fairmont Kea Lani Maui.

Last week, Fairmont urged shareholders to reject Icahn's $40-per-share offer to acquire a controlling stake in the company. The New York financier owns about 10 percent of Fairmont.

A higher bid from Icahn or anyone else is unlikely, National Bank Financial said in a research note, commenting that the price is at the high end of Fairmont's valuation range.

"This scenario is exactly what Carl Icahn was looking for," analysts Michael Smith and Jimmy Shan said. "Our view is that Icahn just wants the company sold so he can exit his position thereby making a quick buck — most of his FHR holdings were accumulated at an average of $32 between August and November of 2005."

Icahn stands to reap about $320 million, based on his stake. Fairmont CEO William R. Fatt said he spoke with Icahn and described him as "very happy with the transaction."

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 Toronto-based chain owns and operates 87 hotels with about 34,000 guest rooms in Canada, the U.S., Mexico, Bermuda, Barbados, Britain, Monaco, Kenya and the United Arab Emirates. Its properties include such Canadian landmark hotels as the Royal York in Toronto and the Banff Springs.