LaSalle Recommends Shareholders Vote “FOR”
the Transaction in Advance of the Special Meeting of Shareholders
Scheduled for November 27, 2018
LaSalle Hotel Properties (NYSE: LHO) (“LaSalle” or the
“Company”) today announced that leading independent proxy advisory
firms, Institutional Shareholder Services Inc. (“ISS”) and Glass,
Lewis & Co., LLC (“Glass Lewis”) have recommended LaSalle
shareholders vote “FOR” the pending merger with Pebblebrook
Hotel Trust (NYSE: PEB).
In recommending LaSalle shareholders vote “FOR” the merger, ISS
stated in its November 15, 2018 report1:
- “Support for the transaction is
warranted in light of the compelling rationale, the premium to the
unaffected share price and to that of the previous Blackstone
offer, expected financial benefits to the combined entity, and the
downside risk of non-approval.”
- “This transaction will provide
shareholders with an equity interest in a much larger entity that
is expected to be one of the largest publicly-traded lodging
REITs.”
- “The transaction is also expected to
result in general and administrative cost synergies and be
immediately accretive to adjusted FFO per share. Given that a
portion of the consideration is payable in stock, LHO shareholders
will be able to participate in these potential benefits.”
Michael D. Barnello, President and Chief Executive Officer of
LaSalle Hotel Properties, said, “We are pleased that both ISS and
Glass Lewis recognize the value of this strategic combination,
which is the culmination of a thorough strategic alternatives
process to maximize value for shareholders. We look forward to
quickly completing this transaction and strongly urge shareholders
to follow ISS and Glass Lewis’ recommendations by voting “FOR” the
Pebblebrook merger.”
The LaSalle Board recommends that LaSalle shareholders vote
“FOR” the proposal to approve the pending merger with Pebblebrook
in advance of the Special Meeting, which will be held on November
27, 2018 at the Sofitel Washington DC Lafayette Square, 806 15th
Street NW, Washington DC 20005 at 10:00 a.m., Eastern Time. All
LaSalle shareholders of record as of the close of business on
October 23, 2018 are entitled to vote.
As previously announced on September 6, 2018, LaSalle has
entered into a definitive merger agreement with Pebblebrook, under
which Pebblebrook will acquire 100% of LaSalle’s outstanding common
shares. Under the terms of the Pebblebrook Merger Agreement, for
each LaSalle common share owned, each LaSalle shareholder may elect
to receive either a fixed amount of $37.80 in cash or a fixed
exchange ratio of 0.92 Pebblebrook common shares. A maximum of 30%
of the outstanding LaSalle common shares may elect to receive cash
(and elections of cash will be subject to pro rata cutbacks if
holders of more than 30% of the outstanding LaSalle common shares
elect cash). LaSalle common shares held by Pebblebrook will be
excluded from the cash election in the transaction, effectively
increasing the maximum cash shares to approximately 33% of the
aggregate number of LaSalle common shares outstanding immediately
prior to the effective time of the transaction. The transaction
with Pebblebrook is subject to customary closing conditions,
including the approval of LaSalle’s and Pebblebrook’s shareholders.
The transaction is expected to close on November 30, 2018 and is
not contingent on receipt of financing.
If you have any questions, require assistance
with voting your WHITE proxy card, or need additional copies
of the proxy materials, please contact:
MacKenzie Partners, Inc.1407
Broadway, 27th FloorNew York, NY
10018proxy@mackenziepartners.com(212)
929-5500OrTOLL-FREE (800) 322-2885
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
pursuant to the terms of the Agreement and Plan of Merger, dated as
of September 6, 2018, as amended on September 18, 2018, by and
among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P., Ping Merger
Sub, LLC, Ping Merger OP, LP, LaSalle Hotel Properties and LaSalle
Hotel Operating Partnership, L.P. In connection with the proposed
merger transaction, on October 29, 2018, Pebblebrook filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that includes a joint proxy
statement/prospectus of Pebblebrook and LaSalle that also
constitutes a prospectus of Pebblebrook. Pebblebrook and LaSalle
also plan to file other relevant documents with the SEC regarding
the proposed merger transaction. INVESTORS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER
TRANSACTION. You may obtain a free copy of the joint proxy
statement/prospectus and other relevant documents (if and when they
become available) filed by Pebblebrook or LaSalle with the SEC at
the SEC’s website at www.sec.gov. Copies of the documents filed by
Pebblebrook with the SEC will be available free of charge on
Pebblebrook’s website at www.pebblebrookhotels.com or by contacting
Pebblebrook’s Investor Relations at (240) 507-1330. Copies of the
documents filed by LaSalle with the SEC will be available free by
contacting LaSalle’s Investor Relations at (301) 941-1500.
Certain Information Regarding Participants
Pebblebrook and LaSalle and their respective trustees, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed merger transaction. You can find information about
Pebblebrook’s executive officers and trustees in Pebblebrook’s
definitive proxy statement filed with the SEC on April 27, 2018 in
connection with Pebblebrook’s 2018 annual meeting of shareholders.
You can find information about LaSalle’s executive officers and
directors in LaSalle’s definitive proxy statement filed with the
SEC on October 29, 2018 in connection with the special meeting of
shareholders. Additional information regarding the interests of
such potential participants will be included in the other relevant
documents filed with the SEC if and when they become available. You
may obtain free copies of these documents from Pebblebrook or
LaSalle using the sources indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the “Securities Act”).
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 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, and (xiv)
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- whether as a result of new
information, future events or otherwise. Investors should not place
undue reliance upon forward-looking statements.
1 Permission to use quotations neither sought nor obtained.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181116005081/en/
LaSalle Hotel PropertiesKenneth G. Fuller or Max D.
Leinweber301-941-1500orMacKenzie Partners, Inc.Bob
Marese212-929-5405
Media:Joele Frank, Wilkinson Brimmer KatcherMeaghan Repko
/ Andrew Siegel212-355-4449
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