LaSalle Hotel Properties (NYSE: LHO) (“LaSalle” or the
“Company”) today confirmed that it received a proposal from
Pebblebrook Hotel Trust (NYSE: PEB) (“Pebblebrook”) on June 11,
2018 to acquire LaSalle in a transaction with consideration of 0.92
common shares of Pebblebrook per common share of LaSalle, with the
option for LaSalle shareholders to elect to receive cash up to a
maximum of 20% in aggregate of the consideration, subject to pro
ration.
As previously announced on May 21, 2018, LaSalle entered into a
definitive agreement with affiliates of Blackstone Real Estate
Partners VIII, under which Blackstone would acquire all outstanding
common shares of beneficial interest of LaSalle for $33.50 per
share in an all-cash transaction valued at $4.8 billion (the
“Blackstone Merger Agreement”).
In accordance with the terms of the Blackstone Merger Agreement,
and in consultation with its financial and legal advisors, the
LaSalle Board of Trustees (the “Board”) will carefully review
Pebblebrook’s proposal to determine the course of action that it
believes is in the best interest of the Company’s shareholders. The
Board has not made any determination as to whether Pebblebrook’s
proposal constitutes, or could reasonably be expected to lead to, a
superior proposal under the terms of the Blackstone Merger
Agreement. The Board expects to respond to Pebblebrook’s proposal
in due course.
LaSalle shareholders are advised to take no action at this
time.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC
are acting as financial advisors to LaSalle and Goodwin Procter LLP
and DLA Piper LLP (US) are acting as legal counsel.
About LaSalle Hotel Properties
LaSalle Hotel Properties is a leading multi-operator real estate
investment trust. The Company owns 41 properties, which are
upscale, full-service hotels, totaling approximately 10,400 guest
rooms in 11 markets in seven states and the District of Columbia.
The Company focuses on owning, redeveloping and repositioning
upscale, full service hotels located in urban, resort and
convention markets. LaSalle Hotel Properties seeks to grow through
strategic relationships with premier lodging groups, including
Access Hotels & Resorts, Accor, Benchmark Hospitality, Davidson
Hotel Company, Evolution Hospitality, HEI Hotels & Resorts,
Highgate Hotels, Hilton, Hyatt Hotels Corporation, IHG, JRK Hotel
Group, Inc., Marriott International, Noble House Hotels &
Resorts, Outrigger Lodging Services, Provenance Hotels, Two Roads
Hospitality, and Viceroy Hotel Group.
Additional Information about the Proposed Merger and Where to
Find It
This communication relates to the proposed merger transaction
involving the Company. In connection with the proposed merger, the
Company will file relevant materials with the SEC, including a
proxy statement on Schedule 14A (the “Proxy Statement”). This
communication is not a substitute for the Proxy Statement or for
any other document that the Company may file with the SEC and send
to the Company’s shareholders in connection with the proposed
transactions. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the Proxy
Statement and other documents filed by the Company with the SEC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by the Company with the SEC will be
available free of charge on the Company’s website at
www.lasallehotels.com, or by contacting the Company’s Investor
Relations Department at (301) 941- 1500. The Company and its
trustees and certain of its executive officers may be considered
participants in the solicitation of proxies with respect to the
proposed transactions under the rules of the SEC. Information about
the trustees and executive officers of the Company is set forth in
its Annual Report on Form 10-K for the year ended December 31,
2017, which was filed with the SEC on February 20, 2018, its proxy
statement for its 2018 annual meeting of shareholders, which was
filed with the SEC on March 22, 2018 and in subsequent documents
filed with the SEC. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in the Proxy Statement and other relevant
materials to be filed with the SEC when they become available.
Forward-Looking Statements
This press release, together with other statements and
information publicly disseminated by the Company, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends
such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with these safe harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe the Company's future plans, strategies and
expectations, are generally identifiable by use of the words
“will,” "believe," "expect," "intend," "anticipate," "estimate,"
"project," “may,” “plan,” “seek,” “should,” or similar expressions.
Forward-looking statements in this press release include, among
others, statements about the Company’s review of the Pebblebrook
unsolicited proposal. You should not rely on forward-looking
statements since they involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond the
Company's control and which could materially affect actual results,
performances or achievements. Factors that may cause actual results
to differ materially from current expectations include, but are not
limited to, (i) uncertainties regarding future actions that may be
taken by Pebblebrook in furtherance of its unsolicited proposal,
(ii) risks associated with the hotel industry, including
competition for guests and meetings from other hotels and
alternative lodging companies, increases in wages, energy costs and
other operating costs, potential unionization or union disruption,
actual or threatened terrorist attacks, any type of flu or
disease-related pandemic and downturns in general and local
economic conditions, (iii) the availability and terms of financing
and capital and the general volatility of securities markets, (iv)
the Company’s dependence on third-party managers of its hotels,
including its inability to implement strategic business decisions
directly, (v) risks associated with the real estate industry,
including environmental contamination and costs of complying with
the Americans with Disabilities Act of 1990, as amended, and
similar laws, (vi) interest rate increases, (vii) the possible
failure of the Company to maintain its qualification as a REIT and
the risk of changes in laws affecting REITs, (viii) the possibility
of uninsured losses, (ix) risks associated with redevelopment and
repositioning projects, including delays and cost overruns, (x) the
risk of a material failure, inadequacy, interruption or security
failure of the Company’s or the hotel managers’ information
technology networks and systems, and (xi) the risk factors
discussed in the Company’s Annual Report on Form 10-K as updated in
its Quarterly Reports. Accordingly, there is no assurance that the
Company's expectations will be realized. Except as otherwise
required by the federal securities laws, the Company disclaims any
obligation or undertaking to publicly release any updates or
revisions to any forward-looking statement contained herein (or
elsewhere) to reflect any change in the Company’s expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based.
For additional information or to receive press releases via
e-mail, please visit our website at
http://www.lasallehotels.com/
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version on businesswire.com: https://www.businesswire.com/news/home/20180611005623/en/
LaSalle Hotel PropertiesKenneth G. Fuller or Max D.
Leinweber301-941-1500orInnisfree M&A IncorporatedScott Winter /
Jonathan Salzberger212-750-5833orMedia:Joele Frank, Wilkinson Brimmer
KatcherMeaghan Repko / Andrew Siegel212-355-4449
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