Winston Hotels Announces Termination of Contract to Acquire Tribeca Hilton Garden Inn
14 Giugno 2007 - 4:04AM
Business Wire
Winston Hotels, Inc. (NYSE: WXH), a real estate investment trust
(�REIT�) and owner of premium limited-service, upscale
extended-stay and full-service hotels, today announced that it
terminated its contract to acquire the Tribeca Hilton Garden Inn
and agreed to dismiss its pending action against the seller in
exchange for a payment of $16 million. The company also extended
the outside closing date under its contract to acquire the Chelsea
Hilton Garden Inn. In August 2006, the company announced that it
had entered into definitive agreements to acquire two hotels under
construction in New York City (one each in the Tribeca and Chelsea
sections of Manhattan) for a purchase price of $55 million each. As
previously disclosed in the company�s periodic reports, the Tribeca
hotel experienced construction delays and the company pursued legal
action against the seller. On June 12, 2007, the company terminated
its contract to acquire the Tribeca Hilton Garden Inn hotel and
agreed to dismiss its pending action against the seller in exchange
for a payment of $16 million. In addition, on June 12, 2007 the
company extended the outside closing date under its contract to
acquire the Chelsea Hilton Garden Inn hotel, which is under
construction and expected to open in the third quarter of 2007.
Acquisition of this hotel is subject to customary closing
conditions. Proposed Merger With an Affiliate of Inland American
Real Estate Trust, Inc. On April 2, 2007, the company, along with
its operating partnership, WINN Limited Partnership, entered into a
definitive agreement and plan of merger with Inland American Real
Estate Trust, Inc. (�Inland American�) and its wholly owned
subsidiary, Inland American Acquisition (Winston), LLC (�IAA�),
pursuant to which Inland American has agreed to purchase 100% of
the outstanding shares of common stock and Series�B preferred stock
of the company. IAA will survive the merger. In the merger, each
share of Winston�s common stock will be converted into the right to
receive $15.00 in cash. In addition, each share of Winston�s
Series�B preferred stock will be converted into the right to
receive $25.38 per share (or $25.44 per share if the effective time
of the merger occurs prior to June�30, 2007) in cash, plus any
accrued and unpaid dividends as of the effective time of the
merger. Pursuant to the terms of the agreement and plan of merger
with Inland American, dividends will not be paid on the common
stock. The company will hold a special meeting of its common
shareholders 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, to consider and vote upon the
proposed merger. The company�s board of directors has fixed the
close of business on May 11, 2007, as the record date for
determining the shareholders entitled to notice of and to vote at
the special meeting and at any adjournments or postponements
thereof. The consummation of the merger is anticipated in the third
quarter of 2007 and is subject to customary closing conditions
including, among other things, the approval of the merger, the
merger agreement, and the other transactions contemplated by the
merger agreement by the affirmative vote of holders of at least a
majority of the company�s outstanding common stock. The closing of
the merger is not subject to a financing condition. About the
Company As of June 13, 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
Securities and Exchange Commission (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. Investors and security holders are urged to
read the definitive proxy statement and the other relevant
materials 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 definitive
proxy statement regarding the merger. 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, (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 obtain shareholder approval or 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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