DALLAS, Nov. 11, 2014 /PRNewswire/ -- Ashford Hospitality
Trust (NYSE: AHT) ("Ashford Trust" or the "Company") today
announced that a second leading, independent proxy voting and
corporate governance advisory firm, Egan-Jones Proxy Services, has
joined Glass Lewis & Co. in recommending that shareholders not
consent to the shareholder proposal from the hotel union regarding
a special shareholders meeting.
Regarding the request from the hotel union for a special
meeting, Egan-Jones
noted,1 "We believe that the hotel union's real interest
is to assert its influence into a labor dispute at one of Ashford
Trust's hotels in Alaska by
threatening to disrupt the value creating separation of Ashford
Inc."
Egan-Jones further stated, "We
take this position because we believe the spin-off of Ashford Inc.
will result in significant value creation for the shareholders, and
any delay in the timing of the spin-off will impact the ability to
capitalize on current opportunities, which could result in the loss
of enhanced value creating opportunities."
In its report recommending that shareholders not consent to the
special meeting, leading proxy advisory firm, Glass Lewis, said,
"Given that Unite Here's interests are likely more aligned with
workers it represents rather than shareholders of the companies it
engages, as evidenced by the union's nominal ownership of 0.001% of
the Company's outstanding shares, we believe it's appropriate to
question the Dissident's true motivations in this case."
Glass Lewis also noted that a "vote is not required in this case
under securities laws, state laws or the Company's bylaws and
would, in fact, be a rare occurrence for a U.S.-listed
company."
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.
Ashford Trust's Board and management team continue to take
actions to create shareholder value, including the announced
spin-off of its asset management business, Ashford Inc. The
Company believes Ashford Inc. will benefit from the success of
Ashford Trust and Ashford Prime, and
will drive additional value across the Ashford portfolio of
companies.
If shareholders have already submitted a written request card to
the union supporting the calling of a special meeting, they can
revoke such request. Shareholders can contact MacKenzie
Partners, Inc. toll-free at 1-800-322-2885 or 212-929-5500 or
e-mail proxy@mackenziepartners.com if they have any questions or
need assistance in revoking any request that may have previously
been submitted to the union.
As previously announced, the spin-off of Ashford Trust's asset
management business into a new, separate publicly-traded C-Corp
will be completed through a pro-rata taxable dividend of Ashford
Inc. common stock on November 12,
2014 (the "Distribution Date") to Ashford Trust shareholders
of record as of the close of business of the New York Stock
Exchange on November 11, 2014 (the
"Record Date").
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 Trust, its directors and certain of its officers and
employees are participants in solicitations of Ashford Trust
stockholders. Information regarding the names of Ashford's
directors and executive officers and their respective interests in
Ashford Trust by security holdings or otherwise is set forth in
Ashford Trust's preliminary revocation statement on Schedule 14A
filed with the U.S. Securities and Exchange Commission (the "SEC")
on November 6, 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 Trust'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 Trust'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 TRUST 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 Trust 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 Trust's control.
Ashford Trust 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 Trust, 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.
1 Permission to use quotations was neither
sought nor obtained
SOURCE Ashford Hospitality Trust, Inc.