Winston Hotels Agrees to be Acquired by Inland American Real Estate Trust, Inc.
03 Aprile 2007 - 2:45PM
Business Wire
Winston Hotels, Inc. (NYSE:WXH), a real estate investment trust and
owner of premium limited-service, upscale extended-stay and
full-service hotels, today announced that it has entered into a
definitive agreement and plan of merger pursuant to which Inland
American Real Estate Trust, Inc. has agreed to purchase 100% of the
outstanding shares of common stock and Series B preferred stock of
the company. In the merger, each share of company common stock will
be converted into the right to receive $15.00 in cash, regardless
of any fees payable in connection with Winston Hotels� previously
terminated merger agreement. Pursuant to the terms of the agreement
and plan of merger with Inland American, dividends will not be paid
on the common stock. In addition, each share of company Series B
preferred stock will be converted into the right to receive $25.44
per share (or $25.38 per share if the effective time of the merger
occurs after June 30, 2007, and on or prior to September 30, 2007)
in cash, plus any accrued and unpaid dividends as of the effective
time of the merger. Inland American intends to fund the merger
consideration with cash on hand, and the completion of the merger
is not subject to any financing or refinancing contingency. The
company's board of directors, upon the recommendation of a special
committee of its independent directors, unanimously approved the
merger agreement and will recommend approval of the merger by the
company's common stockholders. The common stockholders will be
asked to vote on the proposed transaction at a special meeting that
will be held on a date to be announced. The merger is expected to
close in the third quarter of 2007, subject to receipt of
stockholder approval and other customary closing conditions. Upon
the closing of the transaction, Winston Hotels will have no
publicly traded securities. The company does not expect the merger
to affect the employees managing and overseeing the day-to-day
operations of the company's hotels. �The Board of Directors and the
special committee of outside directors are pleased that the sale
process has been structured in a manner that they believe provides
the opportunity for the greatest benefit to our shareholders,� said
Robert W. Winston III, chief executive officer. Joseph V. Green,
president and chief financial officer, added, �The increased
purchase price per share of common stock validates the momentum
that we believe not only is behind our portfolio but also all of
our growth strategies.� Lehman Brothers Inc. acted as exclusive
financial advisor and Wyrick Robbins Yates & Ponton LLP acted
as counsel to the special committee of the company's board of
directors. JF Capital Advisors LLC acted as financial advisor and
Hunton & Williams LLP acted as counsel to the company. Raymond
James acted as exclusive financial advisor and DLA Piper US LLP and
Shefsky & Froelich Ltd. acted as counsel to the buyer. About
Inland American Real Estate Trust, Inc. Inland American Real Estate
Trust, Inc. is a real estate investment trust focused on the
acquisition and ownership of a diversified portfolio, including
retail, office, multi-family and industrial properties within the
United States and Canada, either directly, or by acquiring REITs or
other "real estate operating companies.� Inland American is one of
four REITs that are, or have been, sponsored by affiliates of The
Inland Real Estate Group of Companies, Inc. For further information
regarding Inland American Real Estate Trust, Inc., please refer to
the company website at www.inland-american.com About Winston Hotels
As of December 31, 2006, Winston Hotels owned or was invested in 53
hotel properties in 18 states, having an aggregate of 7,205 rooms.
This included 44 wholly owned properties with an aggregate of 6,013
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
four hotels with an aggregate of 545 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 December 31, 2006,
the company also had $52.1 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 will file relevant materials with the Securities and
Exchange Commission, including a proxy statement. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE BUYER AND THE MERGER. The proxy
statement and other relevant materials (when they become available)
and any other documents filed by the company with the SEC may be
obtained free of charge at the SEC's website 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 proxy statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the merger. The
company and the buyer and their respective 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 proxy statement for the company�s 2006 Annual Meeting of
Shareholders, which was filed with the SEC on March 17, 2006, and
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.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of the company and the
buyer and their respective 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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