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 received an unsolicited offer from
Inland American Real Estate Trust, Inc. to acquire all of the
outstanding common stock of Winston Hotels for $15.00 per share,
together with all of the common units of WINN Limited Partnership for
$15.00 per unit. The offer contemplates an acquisition of Winston
Hotels, and is subject to certain terms and conditions, including the
negotiation of a definitive merger agreement and completion of due
diligence by Inland. Consistent with its fiduciary duties, the Board of
Directors and the independent Special Committee of the Board of
Directors will evaluate the Inland proposal pursuant to the procedures
described in the Merger Agreement with Wilbur Acquisition Holding
Company, LLC. There is no assurance that the Company will enter into a
definitive agreement with Inland. We encourage our shareholders to wait
for and carefully consider our response to this offer before making any
decision regarding the Inland proposal or our current agreement with
Wilbur Acquisition Holding Company, LLC, described below.
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.
Information about the Previously Announced Merger and Where to Find It
On February 21, 2007, Winston Hotels announced that it had entered into
a definitive agreement and plan of merger pursuant to which Wilbur
Acquisition Holding Company, LLC, has agreed to purchase 100% of the
outstanding shares of common stock of the company. In the merger, each
share of company common stock will be converted into the right to
receive $14.10 in cash.
In connection with the proposed merger, Winston will file relevant
materials with the Securities and Exchange Commission, including a proxy
statement. INVESTORS AND SECURITY HOLDERS OF WINSTON ARE URGED TO READ
THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT WINSTON, THE BUYER AND THE MERGER. The proxy
statement and other relevant materials (when they become available) and
any other documents filed by Winston 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 Winston by contacting Winston's
Investor Relations at (919) 510-8003 or accessing Winston'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.
Winston 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 Winston in
connection with the merger. Information about the executive officers and
directors of Winston and the number of Winston common shares
beneficially owned by such persons is set forth in the proxy statement
for Winston's 2006 Annual Meeting of Shareholders, which was filed with
the SEC on March 17, 2006, and Winston's Annual Report on Form 10-K for
the year ended December 31, 2005, which was filed with the SEC on March
14, 2006. Investors and security holders may obtain additional
information regarding the direct and indirect interests of Winston 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 may be
instituted against Winston and others following announcement of the
merger agreement; (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
Winston 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 Winston's future results,
performance, achievements or transactions, see the documents filed by
Winston 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, 2005 filed on
March 14, 2006. Winston 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.