LaSalle Hotel Properties (NYSE:LHO) (“LaSalle” or the “Company”)
today confirmed that it received a letter from Pebblebrook Hotel
Trust (NYSE:PEB) (“Pebblebrook”) on July 20, 2018 reconfirming its
previously announced proposal to 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 cash up to a maximum of 20% in aggregate of the
consideration, subject to pro ration.
On May 21, 2018, LaSalle entered into a definitive agreement
with affiliates of Blackstone Real Estate Partners VIII, under
which Blackstone will 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 (the “Blackstone Merger
Agreement”).
Although LaSalle’s Board of Trustees (the “Board”) previously
determined that the Pebblebrook proposal did not constitute, and
could not reasonably be expected to lead to, a “Superior Proposal”
as defined in the Blackstone Merger Agreement, the Board will
carefully review Pebblebrook’s letter to determine the course of
action that it believes is in the best interest of the Company’s
shareholders. The Board has not changed its recommendation of the
existing transaction with Blackstone and expects to respond to
Pebblebrook’s letter in due course.
LaSalle shareholders are advised to take no action at this
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 and may be deemed to be solicitation material
in respect of the proposed merger transaction. In connection with
the proposed merger transaction, the Company has filed a
preliminary 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 pursuant to the terms of the Agreement and Plan of
Merger, dated as of May 20, 2018, among BRE Landmark Parent L.P.,
BRE Landmark L.P., BRE Landmark Acquisition L.P., the Company and
LaSalle Hotel Operating Partnership, L.P. 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. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER
TRANSACTION AND RELATED MATTERS. Investors and security holders
will be able to obtain free copies of the Proxy Statement and other
documents filed by the Company 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 will also be 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 proposed merger transaction 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 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 other relevant materials to
be filed with the SEC 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 and the timing of such transaction, 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) risks
associated with the Company’s ability to obtain the shareholder
approval required to consummate the proposed merger transaction and
the timing of the closing of the 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 the proposed merger transaction will not occur, (ii) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the merger agreement, (iii)
unanticipated difficulties or expenditures relating to the proposed
merger transaction, the response of business partners and
competitors to the announcement of the proposed merger transaction,
and/or potential difficulties in employee retention as a result of
the announcement and pendency of the proposed merger transaction,
(iv) changes affecting the real estate industry and changes in
financial markets, interest rates and foreign currency exchange
rates, (v) increased or unanticipated competition for the Company’s
properties, (vi) 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, (vii) the availability and terms of financing
and capital and the general volatility of securities markets,
(viii) the Company’s dependence on third-party managers of its
hotels, including its inability to implement strategic business
decisions directly, (ix) 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, (x) the possible failure of the Company
to maintain its qualification as a REIT and the risk of changes in
laws affecting REITs, (xi) the possibility of uninsured losses,
(xii) risks associated with redevelopment and repositioning
projects, including delays and cost overruns, (xiii) the risk of a
material failure, inadequacy, interruption or security failure of
the Company’s or the hotel managers’ information technology
networks and systems, (xiv) uncertainties regarding future actions
that may be taken by Pebblebrook in furtherance of its unsolicited
proposal, and (xv) 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/20180720005443/en/
LaSalle Hotel PropertiesKenneth G. Fuller or Max D.
Leinweber301-941-1500orMacKenzie Partners, Inc.Bob
Marese212-929-5405orMedia:Joele Frank, Wilkinson Brimmer
KatcherMeaghan Repko / Andrew Siegel212-355-4449
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