Winston (NYSE:WXH)
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From Jul 2019 to Jul 2024
Winston Hotels, Inc. (NYSE:WXH), a real estate investment trust and
owner of premium limited-service, upscale extended-stay and full-service
hotels, today announced that it has entered into a definitive agreement
and plan of merger pursuant to which Inland American Real Estate Trust,
Inc. has agreed to purchase 100% of the outstanding shares of common
stock and Series B preferred stock of the company. In the merger, each
share of company common stock will be converted into the right to
receive $15.00 in cash, regardless of any fees payable in connection
with Winston Hotels’ previously terminated
merger agreement. Pursuant to the terms of the agreement and plan of
merger with Inland American, dividends will not be paid on the common
stock. In addition, each share of company Series B preferred stock will
be converted into the right to receive $25.44 per share (or $25.38 per
share if the effective time of the merger occurs after June 30, 2007,
and on or prior to September 30, 2007) in cash, plus any accrued and
unpaid dividends as of the effective time of the merger. Inland American
intends to fund the merger consideration with cash on hand, and the
completion of the merger is not subject to any financing or refinancing
contingency.
The company's board of directors, upon the recommendation of a special
committee of its independent directors, unanimously approved the merger
agreement and will recommend approval of the merger by the company's
common stockholders. The common stockholders will be asked to vote on
the proposed transaction at a special meeting that will be held on a
date to be announced. The merger is expected to close in the third quarter
of 2007, subject to receipt of stockholder approval and other customary
closing conditions. Upon the closing of the transaction, Winston Hotels
will have no publicly traded securities.
The company does not expect the merger to affect the employees managing
and overseeing the day-to-day operations of the company's hotels.
“The Board of Directors and the special
committee of outside directors are pleased that the sale process has
been structured in a manner that they believe provides the opportunity
for the greatest benefit to our shareholders,”
said Robert W. Winston III, chief executive officer. Joseph V. Green,
president and chief financial officer, added, “The
increased purchase price per share of common stock validates the
momentum that we believe not only is behind our portfolio but also all
of our growth strategies.”
Lehman Brothers Inc. acted as exclusive financial advisor and Wyrick
Robbins Yates & Ponton LLP acted as counsel to the special committee of
the company's board of directors. JF Capital Advisors LLC acted as
financial advisor and Hunton & Williams LLP acted as counsel to the
company. Raymond James acted as exclusive financial advisor and DLA
Piper US LLP and Shefsky & Froelich Ltd. acted as counsel to the buyer.
About Inland American Real Estate Trust, Inc.
Inland American Real Estate Trust, Inc. is a real estate investment
trust focused on the acquisition and ownership of a diversified
portfolio, including retail, office, multi-family and industrial
properties within the United States and Canada, either directly, or by
acquiring REITs or other "real estate operating companies.”
Inland American is one of four REITs that are, or have been, sponsored
by affiliates of The Inland Real Estate Group of Companies, Inc. For
further information regarding Inland American Real Estate Trust, Inc.,
please refer to the company website at www.inland-american.com
About Winston Hotels
As of December 31, 2006, Winston Hotels owned or was invested in 53
hotel properties in 18 states, having an aggregate of 7,205 rooms. This
included 44 wholly owned properties with an aggregate of 6,013 rooms, a
41.7% ownership interest in a joint venture that owned one hotel with
121 rooms, a 60% ownership interest in a joint venture that owned one
hotel with 138 rooms, a 49% ownership interest in a joint venture that
owned one hotel with 118 rooms, a 48.78% ownership interest in a joint
venture that owned one hotel with 147 rooms, a 13.05% ownership interest
in a joint venture that owned four hotels with an aggregate of 545
rooms, and a 0.21% ownership interest in a joint venture that owned one
hotel with 123 rooms for which substantially all of the profit or loss
generated by the joint venture is allocated to the company. As of
December 31, 2006, the company also had $52.1 million in loan
receivables from owners of several hotels. The company does not hold an
ownership interest in any of the hotels for which it has provided debt
financing. For more information about Winston Hotels, Inc., visit the
company's web site at www.winstonhotels.com.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, the company will file relevant
materials with the Securities and Exchange Commission, including a proxy
statement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE BUYER AND THE
MERGER. The proxy statement and other relevant materials (when they
become available) and any other documents filed by the company with the
SEC may be obtained free of charge at the SEC's website at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by the company by contacting the company’s
Investor Relations at (919) 510-8003 or accessing the company’s
investor relations website. Investors and security holders are urged to
read the proxy statement and the other relevant materials when they
become available before making any voting or investment decision with
respect to the merger.
The company and the buyer and their respective executive officers,
directors, and employees may be deemed to be participating in the
solicitation of proxies from the security holders of the company in
connection with the merger. Information about the executive officers and
directors of the company and the number of company common shares
beneficially owned by such persons is set forth in the proxy statement
for the company’s 2006 Annual Meeting of
Shareholders, which was filed with the SEC on March 17, 2006, and the
company’s Annual Report on Form 10-K for the
year ended December 31, 2006, which was filed with the SEC on March 16,
2007. Investors and security holders may obtain additional information
regarding the direct and indirect interests of the company and the buyer
and their respective executive officers, directors and employees in the
merger by reading the proxy statement regarding the merger when it
becomes available.
Cautionary Note Regarding Forward Looking Statements
Certain statements in this release that are not historical fact may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Numerous risks, uncertainties
and other factors may cause actual results to differ materially from
those expressed in any forward-looking statements. These factors
include, but are not limited to: (i) the occurrence of any event, change
or other circumstances that could give rise to the termination of the
merger agreement; (ii) the outcome of any legal proceedings that have
been or may be instituted against the company; (iii) the inability to
complete the merger due to the failure to obtain shareholder approval or
the failure to satisfy other conditions to completion of the merger;
(iv) risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a
result of the merger; (v) the ability to recognize the benefits of the
merger; and (vi) the amount of the costs, fees, expenses and charges
related to the merger. Although the company believes the
expectations reflected in any forward-looking statements are based on
reasonable assumptions, it can give no assurance that its expectations
will be attained. For a further discussion of these and other
factors that could impact the company’s
future results, performance, achievements or transactions, see the
documents filed by the company from time to time with the Securities and
Exchange Commission, and in particular the section titled, "Item 1A,
Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2006 filed on March 16, 2007. The Company undertakes
no obligation to revise or update any forward-looking statements, or to
make any other forward-looking statements, whether as a result of new
information, future events or otherwise.