La Quinta Holdings Inc. Stockholders Approve Acquisition by Wyndham
April 26 2018 - 1:10PM
At a special meeting today, stockholders of La Quinta Holdings Inc.
(“La Quinta” or the “Company”) (NYSE:LQ) approved the adoption of
the Agreement and Plan of Merger (the “Merger Agreement”), dated as
of January 17, 2018, as it may be amended from time to time, by and
among Wyndham Worldwide Corporation (“Wyndham”), WHG BB Sub, Inc.
(“Merger Sub”) and La Quinta. Subject to the terms and conditions
of the Merger Agreement, Merger Sub, a direct wholly-owned
subsidiary of Wyndham, will be merged with and into La Quinta with
La Quinta surviving the merger as a wholly-owned subsidiary of
Wyndham. At the special meeting today, stockholders of La Quinta
also approved amendments to La Quinta’s amended and restated
certificate of incorporation to effect a reverse stock split at a
ratio of 1-for-2 and to change the par value of the La Quinta
common stock in connection with the reverse stock split from $0.01
per share to $0.02 per share.
The parties are actively working towards closing, and the
transaction remains on track to close in the second quarter of
2018. In addition to La Quinta stockholder approval, the completion
of the merger is subject to other customary closing conditions,
including completion of the previously announced spin-off of
CorePoint Lodging Inc. Upon the closing of the merger, the
Company’s stockholders will have the right to receive $8.40 in cash
prior to giving effect to the reverse stock split (or $16.80 in
cash per share after giving effect to the reverse stock split),
without interest (the “Merger Consideration”), for each share of
common stock of La Quinta that they own immediately prior to the
effective time of the merger. The Merger Consideration is in
addition to the shares of CorePoint Lodging Inc. that our
stockholders will receive in the spin-off of CorePoint Lodging
Inc.
Forward-Looking Statements
The foregoing contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. We
intend for these forward-looking statements to be covered by the
safe harbor provisions of the federal securities laws relating to
forward-looking statements. These forward-looking statements
include statements relating to the expected timing, completion and
effects of the proposed merger, separation
and spin-off, as well as other statements representing
management’s beliefs about, future events, transactions,
strategies, operations and financial results, including, without
limitation, our expectations with respect to the costs and other
anticipated financial impacts of the spin-off and merger;
future financial and operating results of CorePoint Lodging Inc.
(“CorePoint”) and La Quinta Holdings Inc. (“La Quinta”); the
ability of La Quinta, CorePoint and Wyndham Worldwide Corporation
(“Wyndham”) to complete the contemplated financing transactions and
reorganizations in connection with the merger and
the spin-off; La Quinta’s plans, objectives, expectations
and intentions with respect to future operations and services;
required approvals to complete the merger and
the spin-off by our stockholders and by governmental
regulatory authorities, and the timing and conditions for such
approvals; the stock price of CorePoint following the consummation
of the transactions; the stock price of La Quinta prior to the
consummation of the transactions; and the satisfaction of the
closing conditions to the proposed merger and
the spin-off. Such forward-looking statements often
contain words such as “assume,” “will,” “anticipate,” “believe,”
“predict,” “project,” “potential,” “contemplate,” “plan,”
“forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,”
“should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,”
“continue” and other similar words or expressions or the negative
thereof or other variations thereon. Forward-looking statements are
made based upon management’s current expectations and beliefs and
are not guarantees of future performance. Such forward-looking
statements involve numerous assumptions, risks and uncertainties
that may cause actual results to differ materially from those
expressed or implied in any such statements. Our actual business,
financial condition or results of operations may differ materially
from those suggested by forward-looking statements as a result of
risks and uncertainties which include, among others, those risks
and uncertainties described in any of our filings with the SEC. You
are urged to carefully consider all such factors. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable and are expressed in good faith, such
expectations may not prove to be correct and persons reading this
communication are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only to
expectations as of the date of this communication. We do not
undertake or plan to update or revise forward-looking statements to
reflect actual results, changes in plans, assumptions, estimates or
projections, or other circumstances occurring after the date of
this communication, even if such results, changes or circumstances
make it clear that any forward-looking information will not be
realized. If we make any future public statements or disclosures
which modify or impact any of the forward-looking statements
contained in or accompanying this communication, such statements or
disclosures will be deemed to modify or supersede such statements
in this communication.
About La Quinta Holdings Inc.
La Quinta Holdings Inc. (LQ) is a leading owner, operator and
franchisor of select-service hotels primarily serving the
upper-midscale and midscale segments. The Company’s owned and
franchised portfolio consists of approximately 900 properties
representing over 87,500 rooms located in 48 states in the U.S.,
and in Canada, Mexico, Honduras and Colombia. These properties
operate under the La Quinta Inn & Suites®, La Quinta Inn® and
LQ Hotel® brands. La Quinta’s team is committed to providing guests
with a refreshing and engaging experience. For more information,
please visit: www.LQ.com.
From time to time, La Quinta may use its website as a
distribution channel of material company information. Financial and
other important information regarding the Company is routinely
accessible through and posted on its website
at www.lq.com/investorrelations. In addition, you may
automatically receive email alerts and other information about La
Quinta when you enroll your email address by visiting the Email
Alerts section at www.lq.com/investorrelations.
Contacts: |
|
Investor
Relations Kristin Hays 214-492-6896
investor.relations@laquinta.com |
MediaTeresa Ferguson214-492-6937
Teresa.Ferguson@laquinta.com |
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