Exhibit (a)(2)
Dear Financial Advisor,
West 4 Capital LP and certain of its affiliates have commenced a tender offer to purchase
up to 860,000 shares of the outstanding common stock (the “Shares”) of Lightstone Value Plus REIT II, Inc. (the “Company”) at a price of $5.51 per Share in cash (the “West 4 Offer”).
In response to the West 4 Offer, the Company is commencing a tender offer (the “Company
Offer”) for up to 860,000 Shares at a price of $6.00 per Share, expiring on December 29, 2023. The Company Offer is at a higher price than the West 4 Offer.
The Company’s board of directors (the “Board”) has evaluated the terms of both offers and
notes that, although the Company Offer is at a higher price than the West 4 Offer, the price in both offers is substantially below the most recent estimated net asset value per Share (“NAV per Share”) of $10.12 per share as of December 31, 2022.(1)
Because the offer prices under the Company Offer of $6.00 per Share
and the West 4 Offer of $5.51 per Share are both substantially below the most recently published estimated NAV per Share of $10.12, the Board recommends that stockholders DO NOT tender their Shares in the Company Offer or the lower West 4 Offer.
For additional information, please access the Company’s SEC filings related to this
matter, available on the SEC’s web site at www.sec.gov.
Please follow the links below if you would like to see a copy of the Letter that will be
mailed to Stockholders regarding the Board recommendation, the Schedule TO regarding the Company Offer, or the Schedule 14D-9 in response to the West 4 Offer, each filed with the Securities and Exchange Commission and also available for free on
our website at www.lightstonecapitalmarkets.com.
Please see links below for a copy of letters to investors:
Letter to Stockholders - re West 4 Offer and
Company Offer
Schedule 14D-9 Response
Schedule TO (Company Offer)
Sincerely,
The Lightstone Shareholder Services Team
(1)
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For a full description of the methodologies and assumptions, as well as certain qualifications, used to determine the estimated
values of the Company’s assets and liabilities in connection with the calculation of its most recently published estimated NAV per Share of $10.12, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed
with the SEC on March 29, 2023, which can be found in the “SEC Filings” section of the Company’s website, www.lightstonecapitalmarkets.com. The Company’s most recently published estimated NAV per Share of $10.12 as of December 31, 2022
was calculated as of a specific date. Accordingly, the value of Shares may fluctuate over time in response to developments related to individual assets in the portfolio and the management of those assets and in response to the real estate
and capital markets. These risks have not been priced into the Company’s most recently published estimated NAV per Share of $10.12. There is no assurance of the extent to which the most current estimated valuation should be relied upon
for any purpose after its effective date.
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Forward-Looking Statements
The foregoing includes forward-looking statements. These statements include statements
regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,”
“seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made.
The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Such statements
are subject to known and unknown risks and uncertainties which