Winston Hotels Announces Special Meeting of Common Shareholders
30 April 2007 - 9:49PM
Business Wire
Winston Hotels, Inc. (NYSE: WXH) today announced that it has
established a record date and meeting date for the special meeting
of common shareholders to consider and vote upon the proposal to
approve the previously announced merger of Winston with and into a
wholly-owned subsidiary of Inland American Real Estate Trust, Inc.
The special meeting will be held on Thursday, June 21, 2007 at
10:00 a.m., Eastern time, at the Homewood Suites hotel located at
5400 Edwards Mill Road, Raleigh, North Carolina. The record date
for determining the holders of shares of Winston�s common stock
entitled to notice of the special meeting and to vote on the merger
proposal will be the close of business on Friday, May 11, 2007.
Completion of the merger remains subject to the affirmative vote of
the holders of a majority of Winston�s outstanding shares of common
stock on the record date and other customary closing conditions.
About Winston Hotels As of April 30, 2007, Winston Hotels owned or
was invested in 50 hotel properties in 18 states, having an
aggregate of 6,782 rooms. This included 42 wholly owned properties
with an aggregate of 5,748 rooms, a 41.7% ownership interest in a
joint venture that owned one hotel with 121 rooms, a 60% ownership
interest in a joint venture that owned one hotel with 138 rooms, a
49% ownership interest in a joint venture that owned one hotel with
118 rooms, a 48.78% ownership interest in a joint venture that
owned one hotel with 147 rooms, a 13.05% ownership interest in a
joint venture that owned three hotels with an aggregate of 387
rooms, and a 0.21% ownership interest in a joint venture that owned
one hotel with 123 rooms for which substantially all of the profit
or loss generated by the joint venture is allocated to the company.
As of March 31, 2007, the company had $29.5 million in loan
receivables from owners of several hotels. The company does not
hold an ownership interest in any of the hotels for which it has
provided debt financing. For more information about Winston Hotels,
Inc., visit the company's web site at www.winstonhotels.com.
Additional Information about the Merger and Where to Find It In
connection with the proposed merger, the company has filed a
preliminary proxy statement with the Securities and Exchange
Commission (�SEC�). INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, INLAND AMERICAN REAL
ESTATE TRUST, INC. AND THE PROPOSED MERGER. Investors can obtain
the preliminary proxy statement and all other relevant documents
filed by the company with the SEC free of charge at the SEC's web
site at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by the
company by contacting the company�s Investor Relations at (919)
510-8003 or accessing the company�s investor relations website.
Investors and security holders are urged to read the preliminary
proxy statement and the other relevant materials when they become
available, including the definitive proxy statement, before making
any voting or investment decision with respect to the merger. The
company and its executive officers, directors, and employees may be
deemed to be participating in the solicitation of proxies from the
security holders of the company in connection with the merger.
Information about the executive officers and directors of the
company and the number of company common shares beneficially owned
by such persons is set forth in the company�s Annual Report on Form
10-K for the year ended December 31, 2006, which was filed with the
SEC on March 16, 2007, as amended by the company�s Annual Report on
Form 10-K/A, which was filed with the SEC on April 30, 2007.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of the company and its
executive officers, directors and employees in the merger by
reading the proxy statement regarding the merger when it becomes
available. Cautionary Note Regarding Forward Looking Statements
Certain statements in this release that are not historical fact may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Numerous risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statements.
These factors include, but are not limited to: (i) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; (ii) the outcome of any
legal proceedings that have been or may be instituted against the
company; (iii) the inability to complete the merger due to the
failure to obtain shareholder approval or the failure to satisfy
other conditions to completion of the merger; (iv) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; (v) the ability to recognize the benefits of the merger;
and (vi) the amount of the costs, fees, expenses and charges
related to the merger. Although the company believes the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, it can give no assurance that its
expectations will be attained. For a further discussion of these
and other factors that could impact the company�s future results,
performance, achievements or transactions, see the documents filed
by the company from time to time with the Securities and Exchange
Commission, and in particular the section titled, "Item 1A, Risk
Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2006 filed on March 16, 2007. The Company undertakes
no obligation to revise or update any forward-looking statements,
or to make any other forward-looking statements, whether as a
result of new information, future events or otherwise.
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