La Quinta Holdings Inc. (the "Company" or “La Quinta”) (NYSE:LQ)
announced today that the Company has established a record date of
March 19, 2018, and a meeting date of April 26, 2018, for a special
meeting of its stockholders to, among other things, consider and
vote on a proposal to approve the previously announced Agreement
and Plan of Merger (the “Merger Agreement”) with Wyndham Worldwide
Corporation, a Delaware corporation (“Wyndham Worldwide”) and WHG
BB Sub, Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Wyndham Worldwide, pursuant to which, on the terms
and subject to the conditions set forth in the Merger Agreement,
Wyndham Worldwide has agreed to acquire La Quinta’s franchising and
management business (the “Merger”). As previously announced, La
Quinta has agreed that it will effect, prior to the consummation of
the Merger and subject to the terms and conditions of the Merger
Agreement and related agreements, a separation of La Quinta’s real
estate assets and certain related assets and liabilities, which
will be conveyed to CorePoint Lodging Inc. (“CorePoint”), a newly
formed subsidiary of La Quinta, followed by a pro rata distribution
to La Quinta stockholders of common stock representing 100% of the
interest in CorePoint (the “Spin-Off”). After the Spin-Off is
completed, CorePoint will be a separate, publicly held company that
will own La Quinta’s real estate assets and certain related assets
and liabilities.
La Quinta’s stockholders of record at the close
of business on March 19, 2018, will be entitled to receive notice
of, and to vote at, the special meeting. Additional information
concerning the proposed Merger and the special meeting will be
included in the definitive proxy statement that will be mailed to
La Quinta’s stockholders of record as of such date.
La Quinta also announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”), in connection with the Merger,
has expired. Expiration of the waiting period under the HSR Act
satisfies one of the conditions to the closing of the Merger. La
Quinta continues to expect the Merger and the Spin-Off to close in
the second quarter of 2018, subject to approval by La Quinta’s
stockholders and the satisfaction of certain other closing
conditions set forth in the Merger Agreement.
FORWARD LOOKING STATEMENTS
The foregoing contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. We intend for these forward-looking statements
to be covered by the safe harbor provisions of the federal
securities laws relating to forward-looking statements. These
forward-looking statements include statements relating to the
expected timing, completion and effects of the proposed merger,
separation and spin-off, as well as other statements representing
management’s beliefs about, future events, transactions,
strategies, operations and financial results, including, without
limitation, our expectations with respect to the costs and other
anticipated financial impacts of the spin-off and merger; future
financial and operating results of CorePoint Lodging Inc.
(“CorePoint”) and La Quinta Holdings Inc. (“La Quinta”); the
ability of La Quinta, CorePoint and Wyndham Worldwide Corporation
(“Wyndham Worldwide”) to complete the contemplated financing
transactions and reorganizations in connection with the merger and
the spin-off; La Quinta’s plans, objectives, expectations and
intentions with respect to future operations and services; required
approvals to complete the merger and the spin-off by our
stockholders and by governmental regulatory authorities, and the
timing and conditions for such approvals; the stock price of
CorePoint following the consummation of the transactions; the stock
price of La Quinta prior to the consummation of the transactions;
and the satisfaction of the closing conditions to the proposed
merger and the spin-off. Such forward-looking statements often
contain words such as “assume,” “will,” “anticipate,” “believe,”
“predict,” “project,” “potential,” “contemplate,” “plan,”
“forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,”
“should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,”
“continue” and other similar words or expressions or the negative
thereof or other variations thereon. Forward-looking statements are
made based upon management’s current expectations and beliefs and
are not guarantees of future performance. Such forward-looking
statements involve numerous assumptions, risks and uncertainties
that may cause actual results to differ materially from those
expressed or implied in any such statements. Our actual business,
financial condition or results of operations may differ materially
from those suggested by forward-looking statements as a result of
risks and uncertainties which include, among others, those risks
and uncertainties described in any of our filings with the SEC. You
are urged to carefully consider all such factors. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable and are expressed in good faith, such
expectations may not prove to be correct and persons reading this
communication are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only to
expectations as of the date of this communication. We do not
undertake or plan to update or revise forward-looking statements to
reflect actual results, changes in plans, assumptions, estimates or
projections, or other circumstances occurring after the date of
this communication, even if such results, changes or circumstances
make it clear that any forward-looking information will not be
realized. If we make any future public statements or disclosures
which modify or impact any of the forward-looking statements
contained in or accompanying this communication, such statements or
disclosures will be deemed to modify or supersede such statements
in this communication.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval. This
communication relates to a proposed acquisition of La Quinta by
Wyndham Worldwide. In connection with this proposed acquisition, La
Quinta may file one or more proxy statements or other documents
with the Securities and Exchange Commission (the “SEC”). This
communication is not a substitute for any proxy statement or other
document La Quinta may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF LA QUINTA
ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of La Quinta. Investors
and security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by La Quinta through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
La Quinta will be available free of charge on La Quinta’s internet
website at www.lq.com or upon written request to: Secretary, La
Quinta Holdings Inc., 909 Hidden Ridge, Suite 600, Irving, TX
75038, or by telephone at (214) 492-6600.
Participants in
Solicitation
La Quinta, its directors and certain of its
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in such solicitation in
connection with the proposed merger will be set forth in the proxy
statement if and when it is filed with the SEC. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders of
La Quinta in connection with the proposed merger is set forth in
its Annual Report on Form 10-K for the fiscal year ended December
31, 2017, which was filed with the SEC on March 1, 2018, its proxy
statement for its 2017 annual meeting of stockholders, which was
filed with the SEC on April 7, 2017, and its Current Report on Form
8-K, which was filed with the SEC on March 8, 2018.
These documents can be obtained free of charge
from the sources indicated above. Additional information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials to be filed with the SEC when they become
available.
La Quinta Holdings Inc.909 Hidden Ridge, Suite
600Irving, Texas 75038Tel. 214-492-6600www.lq.com
About La Quinta Holdings
Inc.
La Quinta Holdings Inc. (LQ) is a leading owner,
operator and franchisor of select-service hotels primarily serving
the upper-midscale and midscale segments. The Company’s owned and
franchised portfolio consists of approximately 900 properties
representing over 87,500 rooms located in 48 states in the U.S.,
and in Canada, Mexico, Honduras and Colombia. These properties
operate under the La Quinta Inn & Suites®, La Quinta Inn® and
LQ Hotel® brands. La Quinta’s team is committed to providing guests
with a refreshing and engaging experience. For more information,
please visit: www.LQ.com.
From time to time, La Quinta may use its website
as a distribution channel of material company information.
Financial and other important information regarding the Company is
routinely accessible through and posted on its website at
www.lq.com/investorrelations. In addition, you may automatically
receive email alerts and other information about La Quinta when you
enroll your email address by visiting the Email Alerts section at
www.lq.com/investorrelations.
Investor Inquiries:
Kristin
Hays
Investor
Relations
214-492-6786
investor.relations@laquinta.com
Media Contacts:Teresa
FergusonPublic Relations
214-492-6937investor.relations@laquinta.com
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