DALLAS, Oct. 24, 2019 /PRNewswire/ -- Ashford Inc. (NYSE
American: AINC) ("Ashford" or the "Company") announced that its
stockholders approved the proposals relating to the Company's
combination with Remington Holdings, LP ("Remington") at a special
meeting held earlier today. Holders of approximately 92% of
Ashford shares present and voting at the meeting, representing over
75% of outstanding voting shares, voted in favor of the
combination, and approximately 87% of shares, excluding shares
owned by the Bennett family, present and voting at the meeting
voted in favor of the combination. Also, approximately 70% of
shares, excluding shares owned by Ashford Hospitality Trust (NYSE:
AHT), Braemar Hotels & Resorts (NYSE: BHR), and insiders and
related parties, present and voting at the meeting voted in favor
of the combination. The combination will create the only
public, pure-play provider of asset and property management
services to the lodging industry.
"With stockholder support of our combination with Remington, we
have achieved a significant milestone as we move to complete this
transformational transaction," said Monty
J. Bennett, Ashford's Chairman and Chief Executive Officer.
"We recently received the private letter ruling from the
Internal Revenue Service and currently anticipate closing the
transaction on or around November 6,
2019. The combination will rapidly build operating scale and
earnings power, and we expect it to significantly accelerate
Ashford's growth."
Ashford provides global asset management, investment management
and related services to the real estate and hospitality
sectors.
Follow Chairman and CEO Monty
Bennett on Twitter at
www.twitter.com/MBennettAshford or @MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT
investor community. The Ashford App is available for free
download at Apple's App Store and
the Google Play Store by searching "Ashford."
Additional Information and Where to Find It
In connection with Ashford Inc.'s planned acquisition of
Remington Holdings, L.P.'s hotel management business, Ashford
Nevada Holding Corp. (a subsidiary of Ashford Inc., to be renamed
Ashford Inc. at the closing of the transaction) has filed a
Registration Statement on Form S-4 (Registration No. 333-232736),
which includes a definitive joint proxy statement/prospectus, which
was mailed to Ashford Inc. stockholders on or about September 23, 2019. Additionally, Ashford
Inc. files annual, quarterly and current reports, proxy and
information statements and other information with the Securities
and Exchange Commission. INVESTORS AND SECURITY HOLDERS OF
ASHFORD INC. ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND DOCUMENTS INCORPORATED BY
REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT ASHFORD INC. WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ASHFORD INC.
AND THE TRANSACTION. The proxy/prospectus and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by Ashford Inc. with the
Securities and Exchange Commission, may be obtained free of charge
at the Securities and Exchange Commission's website at www.sec.gov.
In addition, investors and security holders may obtain free
copies of the documents filed with the Securities and Exchange
Commission at the Ashford Inc.'s website, www.ashfordinc.com, under
the "Investors" link, or by requesting them in writing or by
telephone from us at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, Attn: Investor Relations
or (972) 490-9600.
Safe Harbor for Forward Looking Statements
Certain statements and assumptions in this press release
contain or are based upon "forward-looking" information and are
being made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties.
When we use the words "will likely result," "may," "can,"
"anticipate," "estimate," "should," "expect," "believe," "intend,"
or similar expressions, we intend to identify forward-looking
statements. Such statements are subject to numerous
assumptions and uncertainties, many of which are outside Ashford
Inc.'s control.
These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from those anticipated, including, without
limitation: adverse litigation or regulatory developments; general
volatility of the capital markets and the market price of our
common stock and preferred stock; changes in our
business or investment strategy; availability, terms and deployment
of capital; availability of qualified personnel; changes in our
industry and the market in which we operate, interest rates or the
local economic conditions; the degree and nature of our
competition; actual and potential conflicts of interest with
Ashford Hospitality Trust, Inc., Braemar Hotels and Resorts Inc.,
Remington Lodging & Hospitality LP, our executive officers and
our non-independent directors; changes in governmental regulations,
accounting rules, tax rates and similar matters; legislative and
regulatory changes, including changes to the Internal Revenue Code
of 1986, as amended, and related rules, regulations and
interpretations governing the taxation of REITs; limitations
imposed on our business and Ashford Hospitality Trust, Inc.'s and
Braemar Hotels and Resorts Inc.'s ability to satisfy complex rules
in order to qualify as a REIT for federal income tax purposes;
risks related to Ashford Inc.'s ability to complete the acquisition
on the proposed terms; the possibility that competing offers will
be made; risks associated with the Remington Hotel Management
business combination transaction, such as the risk that the Hotel
Management business will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the acquisition will not
be realized. These and other risk factors are more fully
discussed in Ashford Inc.'s filings with the Securities and
Exchange Commission (SEC) including Ashford Inc.'s definitive proxy
statement filed with the SEC on September
23, 2019 and Ashford Inc.'s 10-K filed with the SEC on
March 8, 2019.
The forward-looking statements included in this press release
are only made as of the date of this press release. Investors
should not place undue reliance on these forward-looking
statements. We are not obligated to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or circumstances, changes in
expectations or otherwise.
View original
content:http://www.prnewswire.com/news-releases/ashford-stockholders-approve-combination-with-remington-300945192.html
SOURCE Ashford Inc.