Sonesta International Hotels Corporation Announces Filing of Supplement to Proxy Statement, Settlement of Litigation Related ...
December 19 2011 - 4:28PM
Sonesta International Hotels Corporation
(Nasdaq:SNSTA) ("
Sonesta"), announced today that
it has filed a supplement to its definitive proxy materials
relating to the previously announced proposed merger of Sonesta
with a subsidiary of Sonesta Acquisition Corp. (f/k/a Property
Acquisition Corp.), an affiliate of Hospitality Properties Trust
(NYSE:HPT) pursuant to an Agreement and Plan of Merger, dated as of
November 2, 2011. The proxy supplement has been filed in connection
with the settlement of class action litigation relating to the
proposed merger.
As described in Sonesta's definitive proxy materials (as
previously supplemented), two putative class action lawsuits were
brought against Sonesta, each member of Sonesta's Board of
Directors, Hospitality Properties Trust, Sonesta Acquisition Corp.
and Pac Merger Corp., challenging the proposed merger, in the New
York Supreme Court, New York County, Commercial Division on behalf
of Sonesta's stockholders. On December 17, 2011, counsel for the
parties entered into a memorandum of understanding, in which they
agreed on the terms of a settlement of the stockholder litigation.
The proposed settlement is conditioned upon, among other things,
consummation of the merger and final approval of the proposed
settlement by the court. Pursuant to the terms of the memorandum of
understanding, Sonesta has agreed to make certain supplemental
disclosures related to the merger, which are contained in the proxy
supplement filed today. The settlement will not affect the
amount of the merger consideration that Sonesta's stockholders are
entitled to receive in the merger.
The proxy supplement is available through the Securities and
Exchange Commission's website at www.sec.gov. Stockholders are
urged to read carefully the proxy statement and the supplement
filed today.
In order to provide Sonesta's stockholders with sufficient time
to review the proxy supplement filed today, Sonesta is announcing
that it intends to convene the special meeting of stockholders as
originally scheduled at 9:00 a.m., local time, on Wednesday,
December 28, 2011 and promptly adjourn the meeting without a vote
on the merger. The special meeting of stockholders will be
reconvened at 9:00 a.m., local time, on Friday, December 30, 2011
and will be held at Sonesta's corporate offices at 116 Huntington
Avenue, Floor 9, Boston, Massachusetts 02116. The board of
directors has recommended that Sonesta stockholders vote "FOR" the
proposal to adopt the merger agreement. Sonesta
stockholders who have questions about the merger proposal or who
need help voting their shares should contact Sonesta's proxy
solicitation agent, Phoenix Advisory Services toll-free at (877)
478-5038.
About Sonesta
Based in Boston, Sonesta International Hotels Corporation owns,
operates and franchises upscale and upper upscale hotels, resorts
and cruise ships in North America, South America, the Caribbean and
the Middle East. There are presently 33 "Sonesta"-flagged
properties in Boston, Miami, New Orleans, Chile (3), Colombia (4),
Ecuador, Peru (7), Sint Maarten (2), and Egypt (13).
The Sonesta International Hotels Corporation logo is available
at http://www.globenewswire.com/newsroom/prs/?pkgid=7017
Additional Information and Where to Find It
Sonesta has filed with the Securities and Exchange Commission a
definitive proxy statement and other relevant materials in
connection with the merger described above. The definitive proxy
statement has been sent to the stockholders of Sonesta. Before
making any voting decision with respect to the merger, stockholders
are urged to read the proxy statement and the other relevant
materials because they contain important information about the
merger. The proxy statement and other relevant materials and any
other documents filed by Sonesta with the SEC, may be obtained free
of charge at the SEC's website at www.sec.gov. In addition,
stockholders may obtain free copies of the documents filed with the
SEC by contacting Phoenix Advisory Services toll-free at (877)
478-5038.
Sonesta and its respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from
the security holders of Sonesta in connection with the merger.
Information about those executive officers and directors of Sonesta
and their ownership of Sonesta's common stock is set forth in the
proxy statement on Schedule 14A for its 2011 Annual Meeting of
Stockholders, which was filed with the SEC on April 13, 2011.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the merger is
included in the definitive proxy statement filed by Sonesta with
the SEC on November 22, 2011.
Forward-Looking Statements
The statements made in this press release which are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding the solicitation of proxies to adopt
the merger agreement, the consummation of the merger, the filing of
documents and information with the SEC, other future or anticipated
matters regarding the transactions discussed in this release and
the timing of such matters. Such forward-looking statements often
contain or are prefaced by words such as "will" and "expect." As a
result of a number of factors, our actual results could differ
materially from those set forth in the forward-looking statements.
These risks, uncertainties and contingencies are discussed in more
detail in Sonesta's press releases and public periodic filings with
the SEC including Annual Report on Form 10-K for the year ended
December 31, 2010 and other filings with the SEC. Many of the
factors that will determine Sonesta's future results are beyond the
ability of management to control or predict. Readers should not
place undue reliance on forward-looking statements, which reflect
management's views only as of the date hereof. Sonesta is under no
obligation to (and expressly disclaims any such obligation to)
update or alter its forward-looking statements whether as a result
of new information, future events or otherwise.
CONTACT: Sonesta International Hotels Corporation
Boy van Riel, Vice President and Treasurer
(617-421-5444)
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