LaSalle Hotel Properties (NYSE:LHO) (“LaSalle” or the “Company”)
today confirmed that it received a proposal from Pebblebrook Hotel
Trust (NYSE:PEB) (“Pebblebrook”) on August 21, 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
30% in aggregate of the consideration, subject to pro ration.
On May 21, 2018, LaSalle entered into a definitive agreement
with affiliates of Blackstone Real Estate Partners VIII, under
which Blackstone will 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 changed its recommendation of the existing
transaction with Blackstone or 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 Transaction
and Where to Find It
This communication relates to the proposed merger transaction
involving the Company and may be deemed to be solicitation material
in respect of the proposed merger transaction. In connection with
the proposed merger transaction, the Company has filed a definitive
proxy statement (the “Proxy Statement”) with the Securities and
Exchange Commission (the “SEC”), as well as other relevant
materials in connection with the proposed merger transaction
pursuant to the terms of the Agreement and Plan of Merger, dated as
of May 20, 2018, among BRE Landmark Parent L.P., BRE Landmark L.P.,
BRE Landmark Acquisition L.P., the Company and LaSalle Hotel
Operating Partnership, L.P. This communication is not a substitute
for the Proxy Statement or for any other document that the Company
has filed or may file with the SEC or send to the Company’s
shareholders in connection with the proposed merger transaction.
BEFORE MAKING ANY VOTING DECISION, 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
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and
security holders are 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 are also
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 from the Company’s
shareholders with respect to the proposed merger transaction 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 persons who may be deemed participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is included in the
Proxy Statement and may be included in other relevant materials to
be filed with the SEC. You may obtain free copies of this document
as described above.
Cautionary Statement Regarding 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. The forward-looking statements contained in this press
release, including statements regarding the proposed merger
transaction and the timing of such transaction, are subject to
various risks and uncertainties. Although the Company believes the
expectations reflected in any forward-looking statements contained
herein are based on reasonable assumptions, there can be no
assurance that our expectations will be achieved. Forward-looking
statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Company, are
generally identifiable by use of the words “believe,” “expect,”
“intend,” “anticipate,” “estimate,” “project,” or other similar
expressions. Such statements involve known and unknown risks,
uncertainties, and other factors that may cause the actual results
of the Company to differ materially from future results,
performance or achievements projected or contemplated in the
forward-looking statements. Some of the factors that may affect
outcomes and results include, but are not limited to: (i) risks
associated with the Company’s ability to obtain the shareholder
approval required to consummate the proposed merger transaction and
the timing of the closing of the proposed merger transaction,
including the risks that a condition to closing would not be
satisfied within the expected timeframe or at all or that the
closing of the proposed merger transaction will not occur, (ii) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the merger agreement, (iii)
unanticipated difficulties or expenditures relating to the proposed
merger transaction, the response of business partners and
competitors to the announcement of the proposed merger transaction,
and/or potential difficulties in employee retention as a result of
the announcement and pendency of the proposed merger transaction,
(iv) changes affecting the real estate industry and changes in
financial markets, interest rates and foreign currency exchange
rates, (v) increased or unanticipated competition for the Company’s
properties, (vi) 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, (vii) the availability and terms of financing
and capital and the general volatility of securities markets,
(viii) the Company’s dependence on third-party managers of its
hotels, including its inability to implement strategic business
decisions directly, (ix) 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, (x) the possible failure of the Company
to maintain its qualification as a REIT and the risk of changes in
laws affecting REITs, (xi) the possibility of uninsured losses,
(xii) risks associated with redevelopment and repositioning
projects, including delays and cost overruns, (xiii) the risk of a
material failure, inadequacy, interruption or security failure of
the Company’s or the hotel managers’ information technology
networks and systems, (xiv) uncertainties regarding future actions
that may be taken by Pebblebrook in furtherance of its unsolicited
proposal and solicitation of proxies, and (xv) those additional
risks and factors discussed in reports filed with the SEC by the
Company from time to time, including those discussed under the
heading “Risk Factors” in its most recently filed reports on Form
10-K and 10-Q. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should not place
undue reliance upon forward-looking statements.
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/20180822005329/en/
LaSalle Hotel PropertiesKenneth G. Fuller or Max D.
Leinweber301-941-1500orMacKenzie Partners, Inc.Bob
Marese212-929-5405orMedia:Joele Frank, Wilkinson Brimmer
KatcherMeaghan Repko / Andrew Siegel212-355-4449
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