DALLAS, Nov. 5, 2014 /PRNewswire/ -- Ashford Hospitality
Trust (NYSE: AHT) ("Ashford Trust" or the "Company") today issued a
statement disagreeing with the recommendations included in a report
issued by Institutional Shareholder Services (ISS).
The Company noted that the ISS report contains material errors,
including wrongly stating that the Company's Board of Directors
recommends a vote for the special shareholder meeting requested by
the hotel union. The Board strongly believes the spin-off of
the Company's asset management business, Ashford Inc., is in
the best interests of shareholders and does not believe that the
issues raised by the union should be addressed at a special
meeting.
The Company issued the following statement:
We strongly believe that ISS reached the wrong conclusion
regarding the hotel union's special meeting demand and that
convening a special meeting to vote on the Ashford Inc. spin-off is
not in the best interests of the Company or its shareholders at
this time. Importantly, a delay in the spin-off of Ashford
Inc., which has already been scheduled for November 12, 2014, and has been in process since
originally announced on February 27,
2014, could result in significant loss of shareholder value
at Ashford Trust as a result of REIT qualification issues, tax
consequences, and lost growth potential for Ashford Inc.
Since the announcement of the spin-off, members of Ashford
Trust's management have engaged in constructive dialogue with
numerous shareholders, and have listened to the feedback from over
200 one-on-one shareholder meetings. As part of our
continuing dialogue with our shareholders, we reached out to
investors on particular governance matters for both Ashford Trust
and Ashford Inc. Our Board then reacted quickly and
decisively on corporate governance enhancements for both Ashford
Trust and Ashford Inc. balancing the small initial capitalization
of Ashford Inc. and the desire to protect, on behalf of
shareholders, its growth potential during its initial phase as a
public company.
We are disappointed that ISS, with an inaccurate report, has
decided to support the hotel union's effort to disrupt our business
and execution of our strategy to maximize shareholder value.
Further, the ISS report fails to properly take into account the
Board's business judgment as it relates to the timing of the
spin-off, which has been in process for over eight months.
Ashford Trust's Board and management team have driven tremendous
value creation over its 11-year history as a public company,
growing Ashford Trust into a leader in the hospitality industry,
with more than $4 billion of assets,
and one of the highest total shareholder returns of any hotel REIT
since its IPO.
We are committed to continuing to create value for all Ashford
Trust shareholders, including through the separation of Ashford
Inc., which will allow shareholders to receive shares and benefit
from the expansion and success in a company with a
growth profile and investment strategy different from Ashford
Trust. In addition, Ashford Trust is committed to maintaining
corporate governance policies and practices that best serve the
interests of the Company and our shareholders.
The Board's formal recommendation will be stated in the
Company's definitive consent revocation materials that will be
filed with the Securities and Exchange Commission in due
course.
Ashford Hospitality Trust is a real estate investment trust
(REIT) focused on investing opportunistically in the hospitality
industry across all segments and at all levels of the capital
structure primarily within the United
States.
Important Additional Information:
Ashford, its
directors and certain of its officers and employees are
participants in solicitations of Ashford stockholders. Information
regarding the names of Ashford's directors and executive officers
and their respective interests in Ashford by security holdings or
otherwise is set forth in Ashford's preliminary revocation
statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission (the "SEC") on October
31, 2014, the Company's proxy statement for its 2014 annual
meeting of stockholders, filed with the SEC on April 14, 2014, as supplemented by the proxy
information filed with the SEC on May 5,
2014. Additional information can be found in Ashford's
Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on
March 3, 2014, its Quarterly Report
on Form 10-Q for the quarter ended March 31,
2014, filed with the SEC on May 12,
2014 and its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2014, filed with the
SEC on August 11, 2014. To the extent
holdings of Ashford's securities have changed since the amounts
printed in the proxy statement for the 2014 annual meeting of
stockholders, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. These documents
are available free of charge at the SEC's website at
www.sec.gov.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is not a substitute for any proxy statement, solicitation
statement, registration statement, prospectus or other document
Ashford may file with the SEC. STOCKHOLDERS ARE ENCOURAGED TO
READ ANY ASHFORD PROXY STATEMENT,
SOLICITATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT ASHFORD MAY FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain, free of charge,
copies of any solicitation statement and any other documents filed
by Ashford with the SEC at the SEC's website at www.sec.gov. In
addition, copies will also be available at no charge at the
Investors section of Ashford's website at www.ahtreit.com.
Forward-Looking Statements
This press release
contains "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are made as of
the date they were first issued and are based on current
expectations as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond Ashford's control. Ashford expressly disclaims any
intent or obligation to update these forward-looking statements
except as required by law. Additional information concerning these
and other risks can be found in press releases issued by Ashford,
as well as Ashford's public filings with the SEC, including the
discussion under the heading "Risk Factors" in Ashford's most
recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q. Copies of Ashford's press releases and
filings with the SEC, are available at www.ahtreit.com or you
can contact the Ashford Investor Relations Department at
972-778-9487.
SOURCE Ashford Hospitality Trust, Inc.