Pebblebrook Hotel Trust Comments on LaSalle Hotel Properties’ Rejection of Merger Proposal
Jul. 30, 2018
BETHESDA, Md.--(BUSINESS WIRE)--Jul 30, 2018--Pebblebrook Hotel Trust (NYSE: PEB) (“Pebblebrook”) today commented on the decision by the Board of Trustees of LaSalle Hotel Properties (NYSE: LHO) (“LaSalle”) to reject Pebblebrook’s revised merger offer, valued at $36.21 per share 1 and their continued support of the LaSalle-Blackstone merger agreement at its take-under price of $33.50 per share.
“We are incredibly disappointed that the LaSalle Board has again rejected our superior proposal for a value-maximizing strategic merger with Pebblebrook and reaffirmed its commitment to a clearly inferior take-under offer from Blackstone. LaSalle’s Board has failed in its fiduciary duty to act in the best interests of its shareholders by moving forward with a merger at a price that continues to be materially lower than Pebblebrook’s offer, and against the clear desires of its shareholders,” said Jon E. Bortz, Chairman, President and Chief Executive Officer of Pebblebrook Hotel Trust. “As one of LaSalle’s largest shareholders, we believe the LaSalle Board’s decision to move forward with the Blackstone merger agreement would, but for the will of its shareholders to vote it down, otherwise result in an egregious transfer of value away from LaSalle shareholders. As we have previously stated, we intend to vote our 10.8 million (9.8%) LaSalle common shares ‘AGAINST’ the Blackstone proposal.”
“We have spoken with the owners of the vast majority of LaSalle common shares, who have all expressed their support for our offer over the Blackstone proposal, and we see no scenario in which shareholders approve Blackstone’s take-under deal. As such, we are reconfirming that our outstanding offer will continue to be available for the LaSalle Board’s consideration for a reasonable period of time following a rejection of the Blackstone proposal by shareholders – which we believe is inevitable. We remain prepared to move quickly to execute a merger agreement.”
1 Based on Pebblebrook’s 5-day VWAP of $38.93 on July 27, 2018.
About Pebblebrook Hotel Trust
Pebblebrook Hotel Trust is a publicly traded real estate investment trust (“REIT”) organized to opportunistically acquire and invest primarily in upper upscale, full-service hotels located in urban markets in major gateway cities. The Company owns 28 hotels, with a total of 6,973 guest rooms. The Company owns hotels located in 9 states and the District of Columbia, including: Los Angeles, California (Beverly Hills, Santa Monica and West Hollywood); San Diego, California; San Francisco, California; Washington, DC; Coral Gables, Florida; Naples, Florida; Buckhead, Georgia; Boston, Massachusetts; Minneapolis, Minnesota; Portland, Oregon; Philadelphia, Pennsylvania; Nashville, Tennessee; Columbia River Gorge, Washington; and Seattle, Washington. For more information, please visit us at www.pebblebrookhotels.com and follow us on Twitter at @PebblebrookPEB.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Pebblebrook has made for a business combination transaction with LaSalle. In furtherance of this proposal and subject to future developments, Pebblebrook (and, if a negotiated transaction is agreed, LaSalle) may file one or more registration statements, proxy statements, tender or exchange offer statements, prospectuses or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender or exchange offer statement, prospectus or another document Pebblebrook or LaSalle may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF PEBBLEBROOK AND LASALLE ARE URGED TO READ ANY SUCH PROXY STATEMENT, REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement or prospectus (if and when available) will be delivered to shareholders of LaSalle or Pebblebrook, as applicable. 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 Pebblebrook through the website maintained by the SEC at http://www.sec.gov.
Pebblebrook or LaSalle and their respective trustees and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Pebblebrook’s executive officers and trustees in Pebblebrook’s definitive proxy statement filed with the SEC on April 27, 2018. You can find information about LaSalle’s executive officers and trustees in LaSalle’s definitive proxy statement filed with the SEC on March 22, 2018. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender or exchange offer statements or other documents filed with the SEC if and when they become available. You may obtain free copies of these documents using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This communication may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Pebblebrook’s offer to acquire LaSalle, its financing of the proposed transaction, its expected future performance (including expected results of operations and financial guidance), and the combined company’s future financial condition, operating results, strategy and plans. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “ongoing,” “upside,” “increases” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in Pebblebrook’s most recent annual or quarterly report filed with the SEC and assumptions, risks and uncertainties relating to the proposed transaction, as detailed from time to time in Pebblebrook’s and LaSalle’s filings with the SEC, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements made in this communication are set forth in other reports or documents that Pebblebrook may file from time to time with the SEC, and include, but are not limited to: (i) the ultimate outcome of any possible transaction between Pebblebrook and LaSalle, including the possibilities that LaSalle will reject a transaction with Pebblebrook, (ii) the ultimate outcome and results of integrating the operations of Pebblebrook and LaSalle if a transaction is consummated, (iii) the ability to obtain regulatory approvals and meet other closing conditions to any possible transaction, including the necessary shareholder approvals, and (iv) the risks and uncertainties detailed by LaSalle with respect to its business as described in its reports and documents filed with the SEC. All forward-looking statements attributable to Pebblebrook or any person acting on Pebblebrook’s behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Pebblebrook undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes.
View source version on businesswire.com:https://www.businesswire.com/news/home/20180730005398/en/
CONTACT: Pebblebrook Hotel Trust
Jon E. Bortz, 240-507-1300
Chairman and Chief Executive Officer
Raymond D. Martz, 240-507-1330
Executive Vice President and Chief Financial Officer
Sard Verbinnen & Co
Liz Zale, Pam Greene or Stephen Pettibone
Pat McHugh or Jon Einsidler
212-297-0720 or 855-305-0855
KEYWORD: UNITED STATES NORTH AMERICA MARYLAND
INDUSTRY KEYWORD: TRAVEL LODGING REIT CONSTRUCTION & PROPERTY COMMERCIAL BUILDING & REAL ESTATE
SOURCE: Pebblebrook Hotel Trust
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PUB: 07/30/2018 09:03 AM/DISC: 07/30/2018 09:03 AM