LaSalle to Engage in Discussions with
Pebblebrook
LaSalle Hotel Properties (NYSE: LHO) (“LaSalle” or the
“Company”) today announced that its Board of Trustees (the
“Board”), through a unanimous vote of the trustees present (with
only Stuart L. Scott not in attendance due to recent
hospitalization), has determined that the unsolicited, non-binding
proposal received from Pebblebrook Hotel Trust (NYSE: PEB)
(“Pebblebrook”) on August 21, 2018 (the “Pebblebrook Proposal”)
could reasonably be expected to lead to a “Superior Proposal” as
defined in LaSalle’s merger agreement with affiliates of Blackstone
Real Estate Partners VIII (“Blackstone”) (the “Blackstone Merger
Agreement”).
Under the terms of the Pebblebrook Proposal, Pebblebrook would
acquire LaSalle in a transaction with consideration of 0.92 common
shares of Pebblebrook per common share of LaSalle, with the option
for LaSalle shareholders to elect to receive a fixed amount of
$37.80 per share in cash up to a maximum of 30% in aggregate of the
consideration, subject to pro ration.
The Board’s determination follows a careful and thorough review
of the Pebblebrook Proposal in consultation with outside financial
and legal advisors. LaSalle noted that the determination by the
Board, which is committed to maximizing value for shareholders,
allows LaSalle to engage in discussions with Pebblebrook in
accordance with the terms of the Blackstone Merger Agreement. At
this time, LaSalle remains bound by the terms of the Blackstone
Merger Agreement, and the Board has not changed its recommendation
in support of the Blackstone Merger Agreement and is not making a
recommendation with respect to the Pebblebrook Proposal.
LaSalle noted that there can be no assurance that the
discussions with Pebblebrook will result in the Board’s
determination that the Pebblebrook Proposal is a Superior Proposal
or the consummation of a transaction that is superior to the
pending transaction with Blackstone. Further, there can be no
assurance that the terms of any new transaction will be the same as
those reflected in Pebblebrook’s Proposal.
As previously announced on May 21, 2018, LaSalle entered into
the Blackstone Merger Agreement, under which Blackstone would
acquire all outstanding common shares of beneficial interest of
LaSalle for $33.50 per share in an all-cash transaction valued at
$4.8 billion.
LaSalle notes that the Special Meeting of Shareholders to vote
on the Blackstone Merger Agreement remains scheduled for September
6, 2018 at the Sofitel Washington DC Lafayette Square, 806 15th
Street NW, Washington DC 20005 at 10:00 a.m., local time.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC
are acting as financial advisors to LaSalle and Goodwin Procter LLP
and DLA Piper LLP (US) are acting as legal counsel.
About LaSalle Hotel Properties
LaSalle Hotel Properties is a leading multi-operator real estate
investment trust. The Company owns 41 properties, which are
upscale, full-service hotels, totaling approximately 10,400 guest
rooms in 11 markets in seven states and the District of Columbia.
The Company focuses on owning, redeveloping and repositioning
upscale, full service hotels located in urban, resort and
convention markets. LaSalle Hotel Properties seeks to grow through
strategic relationships with premier lodging groups, including
Access Hotels & Resorts, Accor, Benchmark Hospitality, Davidson
Hotel Company, Evolution Hospitality, HEI Hotels & Resorts,
Highgate Hotels, Hilton, Hyatt Hotels Corporation, IHG, JRK Hotel
Group, Inc., Marriott International, Noble House Hotels &
Resorts, Outrigger Lodging Services, Provenance Hotels, Two Roads
Hospitality, and Viceroy Hotel Group.
Additional Information about the Proposed Merger Transaction
and Where to Find It
This communication relates to the proposed merger transaction
involving the Company with Blackstone and may be deemed to be
solicitation material in respect of the proposed merger transaction
with Blackstone. In connection with the proposed merger transaction
with Blackstone, the Company has filed a definitive proxy statement
(the “Proxy Statement”) with the Securities and Exchange Commission
(the “SEC”), as well as other relevant materials in connection with
the proposed merger transaction with Blackstone pursuant to the
terms of the Blackstone Merger Agreement. This communication is not
a substitute for the Proxy Statement or for any other document that
the Company has filed or may file with the SEC or send to the
Company’s shareholders in connection with the proposed merger
transaction with Blackstone. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, THE PROPOSED MERGER TRANSACTION WITH BLACKSTONE
AND RELATED MATTERS.
This communication does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. If a negotiated
transaction between the Company and Pebblebrook is agreed, the
Company and Pebblebrook will prepare and file a registration
statement that will include a proxy statement/prospectus related to
the proposed transaction, the proposed transaction will be
submitted to the shareholders of the Company for their
consideration, and the Company will provide the proxy
statement/prospectus to its shareholders. The Company, and possibly
Pebblebrook, may also file other documents with the SEC regarding
the proposed transaction. This document is not a substitute for any
prospectus, proxy statement or any other document which the Company
or Pebblebrook may file with the SEC in connection with the
proposed transaction with Pebblebrook. IF A NEGOTIATED TRANSACTION
BETWEEN THE COMPANY AND PEBBLEBROOK IS AGREED, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND THE OTHER RELEVANT MATERIALS WITH RESPECT TO THE PROPOSED
TRANSACTION WITH PEBBLEBROOK CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION WITH PEBBLEBROOK, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION WITH PEBBLEBROOK.
Investors and security holders are able to obtain free copies of
the Proxy Statement and will be able to obtain free copies of the
proxy statement/prospectus, as applicable, and other relevant
documents filed by the Company and/or Pebblebrook with the SEC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by the Company with the SEC are also
available free of charge on the Company’s website at
www.lasallehotels.com, or by contacting the Company’s Investor
Relations Department at (301) 941- 1500.
The Company and its trustees and certain of its executive
officers may be considered participants in the solicitation of
proxies from the Company’s shareholders with respect to the
transactions contemplated by the Blackstone Merger Agreement or the
proposed transaction with Pebblebrook under the rules of the SEC.
Information about the trustees and executive officers of the
Company is set forth in its Annual Report on Form 10-K for the year
ended December 31, 2017, which was filed with the SEC on February
20, 2018, its proxy statement for its 2018 annual meeting of
shareholders, which was filed with the SEC on March 22, 2018 and in
subsequent documents filed with the SEC. Additional information
regarding persons who may be deemed participants in the proxy
solicitations in respect of the transactions contemplated by the
Blackstone Merger Agreement, or the transactions contemplated by
the Pebblebrook Proposal, as applicable, and a description of their
direct and indirect interests, by security holdings or otherwise,
is included in the Proxy Statement and will be included in any
registration statement, prospectus, proxy statement and other
relevant materials in respect of the transactions contemplated by
the Pebblebrook Proposal to be filed with the SEC if and when they
become available. You may obtain free copies of this document as
described above.
Cautionary Statement Regarding Forward-Looking
Statements
This press release, together with other statements and
information publicly disseminated by the Company, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends
such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with these safe harbor
provisions. The forward-looking statements contained in this press
release, including statements regarding the proposed merger
transaction with Blackstone and the transactions contemplated by
the Pebblebrook Proposal and the timing of such transactions, are
subject to various risks and uncertainties. Although the Company
believes the expectations reflected in any forward-looking
statements contained herein are based on reasonable assumptions,
there can be no assurance that our expectations will be achieved.
Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “project,” or other
similar expressions. Such statements involve known and unknown
risks, uncertainties, and other factors that may cause the actual
results of the Company to differ materially from future results,
performance or achievements projected or contemplated in the
forward-looking statements. Some of the factors that may affect
outcomes and results include, but are not limited to: (i) the
determinations made by the Board following its evaluation of the
Pebblebrook Proposal, including that the Pebblebrook Proposal may
not result in a definitive proposal or an alternative transaction,
(ii) actions of Blackstone in response to any discussions with
Pebblebrook, (iii) risks associated with the Company’s ability to
obtain the shareholder approval required to consummate a proposed
merger transaction and the timing of the closing of a proposed
merger transaction, including the risks that a condition to closing
would not be satisfied within the expected timeframe or at all or
that the closing of a proposed merger transaction will not occur,
(iv) the outcome of any legal proceedings that may be instituted
against the parties and others related to a proposed merger
transaction, (v) unanticipated difficulties or expenditures
relating to a proposed merger transaction, the response of business
partners and competitors to the announcement of a proposed merger
transaction with Blackstone or Pebblebrook, and/or potential
difficulties in employee retention as a result of the announcement
and pendency of a proposed merger transaction with Blackstone or
Pebblebrook, (vi) changes affecting the real estate industry and
changes in financial markets, interest rates and foreign currency
exchange rates, (vii) increased or unanticipated competition for
the Company’s properties, (viii) risks associated with the hotel
industry, including competition for guests and meetings from other
hotels and alternative lodging companies, increases in wages,
energy costs and other operating costs, potential unionization or
union disruption, actual or threatened terrorist attacks, any type
of flu or disease-related pandemic and downturns in general and
local economic conditions, (ix) the availability and terms of
financing and capital and the general volatility of securities
markets, (x) the Company’s dependence on third-party managers of
its hotels, including its inability to implement strategic business
decisions directly, (xi) risks associated with the real estate
industry, including environmental contamination and costs of
complying with the Americans with Disabilities Act of 1990, as
amended, and similar laws, (xii) the possible failure of the
Company to maintain its qualification as a REIT and the risk of
changes in laws affecting REITs, (xiii) the possibility of
uninsured losses, (xiv) risks associated with redevelopment and
repositioning projects, including delays and cost overruns, (xv)
the risk of a material failure, inadequacy, interruption or
security failure of the Company’s or the hotel managers’
information technology networks and systems, (xvi) uncertainties
regarding future actions that may be taken by Pebblebrook in
furtherance of the Pebblebrook Proposal and solicitation of
proxies, and (xvii) those additional risks and factors discussed in
reports filed with the SEC by the Company from time to time,
including those discussed under the heading “Risk Factors” in its
most recently filed reports on Form 10-K and 10-Q. The Company
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance upon
forward-looking statements.
For additional information or to receive press releases via
e-mail, please visit our website at
http://www.lasallehotels.com/
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version on businesswire.com: https://www.businesswire.com/news/home/20180827005181/en/
LaSalle Hotel PropertiesKenneth G. Fuller or Max D. Leinweber,
301-941-1500orMacKenzie Partners, Inc.Bob Marese,
212-929-5405orMedia:Joele Frank, Wilkinson Brimmer
KatcherMeaghan Repko / Andrew Siegel, 212-355-4449
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