Winston Hotels Inc.'s Shareholders Approve Merger Into a Wholly-Owned Subsidiary of Inland American Real Estate Trust, Inc.
22 June 2007 - 7:00AM
Business Wire
Winston Hotels, Inc. (NYSE: WXH) today announced that its common
shareholders approved the merger of the company with and into
Inland American Acquisition (Winston), LLC, a wholly-owned
subsidiary of Inland American Real Estate Trust, Inc. (�Inland
American�), at the special meeting of shareholders held today in
Raleigh, North Carolina. Closing of the merger is anticipated to
occur on or about July 1, 2007 and is subject to the closing
conditions set forth in the agreement and plan of merger. If the
closing of the merger occurs as anticipated, trading of the
company�s common stock and preferred stock will cease as of the
close of the market on Friday, June 29, 2007 and will not re-open
for trading thereafter. Separately, the company announced that its
board of directors has declared a cash dividend of $0.50 per share
on its Series B Cumulative Preferred stock for the second quarter
of 2007 to preferred shareholders of record on June 29, 2007. If
the closing of the merger occurs as anticipated, each share of the
company�s Series B preferred stock will be converted into the right
to receive $25.38 per share in cash, plus any accrued and unpaid
dividends as of the effective time of the merger, which will
include the dividend for the second quarter of 2007, or $0.50 per
share. About Winston Hotels As of June 21, 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 definitive proxy statement with the SEC and
has provided shareholders as of the record date with a copy of the
definitive proxy statement. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, INLAND AMERICAN REAL
ESTATE TRUST, INC. AND THE PROPOSED MERGER. Investors can obtain
the definitive 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 web site,
www.winstonhotels.com. 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) failure of customary closing conditions or failure
to close on the anticipated closing date, (ii) development and
redevelopment risks, including risk of construction delay, cost
overruns, occupancy, governmental permits, zoning, the increase of
development costs in connection with projects that are not pursued
to completion, (iii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (iv) the outcome of any legal proceedings that have been
or may be instituted by or against the company; (v) the inability
to complete the merger due to the failure to satisfy other
conditions to completion of the merger; (vi) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; (vii) the ability to recognize the benefits of the merger;
and (viii) 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 SEC, 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, 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. 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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