Winston (NYSE:WXH)
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Winston Hotels, Inc. (NYSE: WXH) today announced that it has established
a record date and meeting date for the special meeting of common
shareholders to consider and vote upon the proposal to approve the
previously announced merger of Winston with and into a wholly-owned
subsidiary of Inland American Real Estate Trust, Inc.
The special meeting will be held on Thursday, June 21, 2007 at 10:00
a.m., Eastern time, at the Homewood Suites hotel located at 5400 Edwards
Mill Road, Raleigh, North Carolina. The record date for determining the
holders of shares of Winston’s common stock
entitled to notice of the special meeting and to vote on the merger
proposal will be the close of business on Friday, May 11, 2007.
Completion of the merger remains subject to the affirmative vote of the
holders of a majority of Winston’s outstanding
shares of common stock on the record date and other customary closing
conditions.
About Winston Hotels
As of April 30, 2007, Winston Hotels owned or was invested in 50 hotel
properties in 18 states, having an aggregate of 6,782 rooms. This
included 42 wholly owned properties with an aggregate of 5,748 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 three hotels with an aggregate of 387
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 March
31, 2007, the company had $29.5 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 has filed a
preliminary proxy statement with the Securities and Exchange Commission (“SEC”).
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,
INLAND AMERICAN REAL ESTATE TRUST, INC. AND THE PROPOSED MERGER.
Investors can obtain the preliminary proxy statement and all other
relevant documents filed by the company with the SEC free of charge at
the SEC's web site 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 preliminary proxy statement and the other relevant materials
when they become available, including the definitive proxy statement,
before making any voting or investment decision with respect to the
merger.
The company and its 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 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, as amended by the company’s
Annual Report on Form 10-K/A, which was filed with the SEC on April 30,
2007. Investors and security holders may obtain additional information
regarding the direct and indirect interests of the company and its
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.