DALLAS, Nov. 12, 2014
/PRNewswire/ -- Ashford Hospitality Trust (NYSE: AHT)
("Ashford Trust" or the "Company") today announced that after
significant investor outreach as its management team continues to
prepare for the spin-off of Ashford Inc., it has received
overwhelmingly positive feedback from its shareholders. The
spin-off is another example of how 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.
In its report recommending that shareholders not consent to a
proposal from a hotel union regarding calling a costly special
shareholders meeting, leading proxy advisory firm, Glass Lewis,
said, [1] "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."
Another leading independent governance advisor, Egan-Jones Proxy
Services, joined Glass Lewis in recommending that shareholders
oppose the hotel union's solicitation stating, [2] "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."
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 the separation of Ashford Inc. 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. The Company believes a delay
in the spin-off of Ashford Inc. 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.
In addition, Ashford Trust is committed to maintaining corporate
governance policies and practices that best serve the interests of
the Company and our shareholders. Members of Ashford Trust's
Board and management reached out to investors on particular
governance matters for both Ashford Trust and Ashford Inc., and
based on feedback from those conversations enacted corporate
governance enhancements for both Ashford Trust and Ashford Inc.
that balance 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.
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
[2] Permission to use quotation was neither sought nor obtained
SOURCE Ashford Hospitality Trust, Inc.