RLH Corporation Announces Agreement to be Acquired by Sonesta International Hotels for $3.50 Per Share in Cash; Transaction V...
30 Diciembre 2020 - 7:58PM
RLH Corporation (NYSE: RLH) (“RLH” or “Red Lion”), the 10th-largest
US-based hotel franchise company serving a large segment of
American consumers, today announced that it has entered into a
definitive merger agreement (“Merger Agreement” or “agreement”)
with Sonesta International Hotels Corporation (“Sonesta”) under
which RLH will be acquired by Sonesta in an all-cash transaction
valued at approximately $90 million. The agreement has been
unanimously approved by the RLH Board of Directors.
Under the terms of the Merger Agreement, holders of RLH’s common
stock will receive $3.50 per share in cash. This represents an 88%
premium over the November 4, 2020, closing share price, the last
trading date before Red Lion most recently provided an update on
its strategic alternatives, and a 30% premium over today’s closing
price prior to the transaction being announced.
“We are excited about unlocking shareholder value through this
all-cash transaction with Sonesta,” said R. Carter Pate, Chairman
of RLH. “After conducting a thorough review of strategic
alternatives, the Board believes today’s announcement is in the
best interest of all of Red Lion’s shareholders.”
The transaction, which is currently expected to close in the
first half of 2021, is subject to customary closing conditions,
including the approval of RLH’s shareholders, who will vote on the
transaction at a special meeting on a date to be announced. The
transaction is not contingent on receipt of financing by Sonesta.
Upon completion of the transaction, RLH will become a
privately-held company, and its common stock will no longer be
listed on the NYSE.
Advisors
Jefferies LLC is serving as lead financial advisor and CS
Capital Advisors, LLC is serving as financial advisor to Red Lion.
Gibson, Dunn & Crutcher LLP and Fox Rothschild LLP are serving
as legal counsel to Red Lion.
About RLH Corporation
RLH Corporation is an innovative hotel company focused on the
franchising of 8 brands – Hotel RL, Red Lion Hotels, Red Lion Inn
& Suites, Signature Inn, GuestHouse Extended Stay, Americas
Best Value Inn, Canadas Best Value Inn and Knights Inn. RLH
maximizes return on invested capital for hotel owners across North
America through relevant brands, industry-leading technology, and
forward-thinking services. For more information, please visit the
company’s website at www.rlhco.com.
Note on Forward-Looking Statements
This communication contains forward-looking statements
including, but not limited to, statements regarding the proposed
merger with Sonesta, including statements relating to satisfaction
of the conditions to and consummation of the proposed transaction,
the expected goals and benefits of the transaction, and the future
leadership of RLH. Forward-looking statements are usually
identified by the use of words such as “believes,” “anticipates,”
“expects,” “intends,” “plans,” “may,” “potential,” “will,” “could”
and similar expressions. Actual results may differ materially from
those indicated by forward-looking statements as a result of
various important factors and risks, including, but not limited to,
the continuing impact of the COVID-19 pandemic on RLH’s financial
condition and results of operations. Additional factors, risks and
uncertainties that could cause or contribute to such differences
include, but are not limited to, the following: the ability of the
parties to satisfy the conditions precedent and consummate the
proposed transaction; the timing of consummation of the proposed
merger; the ability of RLH to secure shareholder approval in the
anticipated timeframe or at all; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; risks related to disruption of
management’s attention from ongoing business operations due to the
pending transaction; potential adverse reactions or changes to
employee or business relationships resulting from the announcement
or completion of the proposed merger; the risk of litigation or
legal proceedings related to the proposed transaction; unexpected
costs, charges or expenses resulting from the proposed transaction;
and other factors discussed in the “Risk Factors” section of RLH’s
most recent Annual Report on Form 10-K, and RLH’s subsequent
Quarterly Reports on Form 10-Q and in other filings RLH makes with
the Securities and Exchange Commission (the “SEC”) from time to
time. All information provided in this release is as of the date
hereof and RLH undertakes no duty to update this information except
as required by law.
Additional Information about the Merger and Where You
Can Find It
In connection with the proposed transaction, RLH will prepare
and file relevant documents with the SEC, including a proxy
statement on Schedule 14A to be mailed to the RLH shareholders in
connection with RLH’s submission of the transaction for the
consideration by the RLH shareholders at a special meeting. This
communication is not intended to be, and is not, a substitute for
the proxy statement or any other document that RLH may file with
the SEC in connection with the proposed transaction. RLH
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The proxy statement and other relevant
materials (when they become available) and any other documents
filed or furnished by RLH with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov. In addition,
copies of the proxy statement and other relevant materials and
documents filed by RLH with the SEC will also be available free of
charge on the Investor Relations page of RLH’s website located at
https://ir.redlion.com/investor-relations.
Participants in the Solicitation of RLH
Shareholders
RLH, its directors and certain of its officers and employees,
may be deemed to be participants in the solicitation of proxies
from RLH shareholders in connection with the proposed transaction.
Information about RLH’s directors and executive officers is set
forth in its Annual Report on Form 10-K for the year
ended December 31, 2019, which was filed with the SEC on
February 27, 2020, and in its definitive proxy statement for
its 2020 annual meeting of shareholders filed with the SEC on
April 6, 2020. To the extent the holdings of the RLH
securities by the RLH directors and executive officers have changed
since the amounts set forth in the proxy statement for its 2020
annual meeting of shareholders, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. These documents may be obtained free of charge at the
SEC’s web site at www.sec.gov and on the Investor Relations page of
Red Lion’s website located at
https://ir.redlion.com/investor-relations. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed transaction will be
included in the proxy statement and other relevant materials RLH
may file with the SEC.
Contacts:
Social
Media: www.Facebook.com/myhellorewardswww.Twitter.com/myhellorewardswww.Instagram.com/myhellorewardswww.Linkedin.com/company/rlhco
Media:FINN
Partners212-561-6454rlhcorp@finnpartners.com
Investor Relations:Gary Kohn Chief
Financial Officer303-459-4268 investorrelations@rlhco.com
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