Winston (NYSE:WXH)
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Winston Hotels, Inc. (NYSE: WXH) today announced that its common
shareholders approved the merger of the company with and into Inland
American Acquisition (Winston), LLC, a wholly-owned subsidiary of Inland
American Real Estate Trust, Inc. (“Inland
American”), at the special meeting of
shareholders held today in Raleigh, North Carolina.
Closing of the merger is anticipated to occur on or about July 1, 2007
and is subject to the closing conditions set forth in the agreement and
plan of merger. If the closing of the merger occurs as anticipated,
trading of the company’s common stock and
preferred stock will cease as of the close of the market on Friday, June
29, 2007 and will not re-open for trading thereafter.
Separately, the company announced that its board of directors has
declared a cash dividend of $0.50 per share on its Series B Cumulative
Preferred stock for the second quarter of 2007 to preferred shareholders
of record on June 29, 2007. If the closing of the merger occurs as
anticipated, each share of the company’s
Series B preferred stock will be converted into the right to receive
$25.38 per share in cash, plus any accrued and unpaid dividends as of
the effective time of the merger, which will include the dividend for
the second quarter of 2007, or $0.50 per share.
About Winston Hotels
As of June 21, 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
definitive proxy statement with the SEC and has provided shareholders as
of the record date with a copy of the definitive proxy statement.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,
INLAND AMERICAN REAL ESTATE TRUST, INC. AND THE PROPOSED MERGER.
Investors can obtain the definitive 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 web site, www.winstonhotels.com.
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) failure of customary closing conditions or failure to close on
the anticipated closing date, (ii) development and redevelopment risks,
including risk of construction delay, cost overruns, occupancy,
governmental permits, zoning, the increase of development costs in
connection with projects that are not pursued to completion, (iii) the
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement; (iv) the outcome of any
legal proceedings that have been or may be instituted by or against the
company; (v) the inability to complete the merger due to the failure to
satisfy other conditions to completion of the merger; (vi) risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger;
(vii) the ability to recognize the benefits of the merger; and (viii)
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 SEC, 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, 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. 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.