DEADLINE FOR SUBMITTING CASH/SHARES ELECTION FORM: NOVEMBER 26, 2018
(SUBJECT
TO BANK, BROKERAGE FIRM AND OTHER NOMINEE PROCEDURES)
RECORD DATE FOR SPECIAL MEETINGS OF SHAREHOLDERS: OCTOBER 23, 2018
BETHESDA, Md.--(BUSINESS WIRE)--
Pebblebrook Hotel Trust (NYSE:PEB) (“Pebblebrook”) today reminded
current and future beneficial owners of common shares of LaSalle Hotel
Properties (NYSE:LHO) (“LaSalle”) that, in accordance with the terms of
the merger agreement between Pebblebrook and LaSalle, the deadline to
elect to receive a portion of the merger consideration in the form of
cash is after the record date for the scheduled special meetings of
Pebblebrook’s and LaSalle’s shareholders.
Although the record date for the special meetings is October 23, 2018,
owners of LaSalle common shares may submit an election form, and submit
superseding election forms if desired, to elect to receive cash up until
5:00 p.m. on November 26, 2018, which is the day before the special
meetings are to be held. However, because banks, brokerage firms and
other nominees may, pursuant to their own procedures, establish earlier
election deadlines for their clients or customers who beneficially own
LaSalle common shares in “street name,” Pebblebrook strongly encourages
all current and future (purchasing after the record date) beneficial
owners of LaSalle common shares to read carefully any materials they
receive from their bank, brokerage firm or other nominee and to follow
the procedures established by their bank, brokerage firm or other
nominee in order to make an election.
In accordance with the terms of the merger agreement, upon completion of
the merger, which is anticipated to occur on November 30, 2018, each
LaSalle common share then outstanding will receive either a fixed amount
of $37.80 in cash or a fixed exchange ratio of 0.92 Pebblebrook common
share, depending on its record holder’s election if properly completed
and submitted by the election deadline described above. A maximum of 30%
of the outstanding LaSalle common shares may be exchanged for cash (and
elections of cash will be subject to pro rata cutbacks if holders of
more than 30% of the outstanding LaSalle common shares elect cash).
As previously announced, the registration statement on Form S-4 filed
with the U.S. Securities and Exchange Commission (“SEC”) in connection
with the proposed merger, of which the preliminary joint proxy
statement/prospectus is a part, is expected to be declared effective by
the SEC on October 29, 2018. On that date, Pebblebrook expects to file
and begin mailing to its shareholders the definitive joint proxy
statement/prospectus.
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.
Additional Information about the Proposed Merger Transaction and
Where to Find It
This communication relates to the proposed merger transaction pursuant
to the terms of the Agreement and Plan of Merger, dated as of September
6, 2018, as amended on September 18, 2018, by and among Pebblebrook
Hotel Trust, Pebblebrook Hotel, L.P., Ping Merger Sub, LLC, Ping Merger
OP, LP, LaSalle Hotel Properties and LaSalle Hotel Operating
Partnership, L.P. In connection with the proposed merger transaction, on
September 18, 2018, Pebblebrook filed with the Securities and Exchange
Commission (“SEC”) a registration statement on Form S-4 (which
registration statement has not yet been declared effective) that
included a preliminary joint proxy statement/prospectus of Pebblebrook
and LaSalle that also constitutes a prospectus of Pebblebrook (which
joint proxy statement/prospectus has not yet been declared effective).
Pebblebrook and LaSalle also plan to file other relevant documents with
the SEC regarding the proposed merger transaction. INVESTORS ARE URGED
TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER TRANSACTION. You may obtain a free copy of the preliminary joint
proxy statement/prospectus and other relevant documents (if and when
they become available) filed by Pebblebrook or LaSalle with the SEC at
the SEC’s website at www.sec.gov.
Copies of the documents filed by Pebblebrook with the SEC will be
available free of charge on Pebblebrook’s website at www.pebblebrookhotels.com
or by contacting Pebblebrook’s Investor Relations at (240) 507-1330.
Copies of the documents filed by LaSalle with the SEC will be available
free of charge on LaSalle’s website at www.lasallehotels.com
or by contacting LaSalle’s Investor Relations at (301) 941-1500.
Certain Information Regarding Participants
Pebblebrook and LaSalle and their respective trustees, 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 merger 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 in
connection with Pebblebrook’s 2018 annual meeting of shareholders. You
can find information about LaSalle’s executive officers and directors in
LaSalle’s definitive proxy statement filed with the SEC on July 30, 2018
in connection with its 2018 special meeting of shareholders. Additional
information regarding the interests of such potential participants will
be included in the joint proxy statement/prospectus and other relevant
documents filed with the SEC if and when they become available. You may
obtain free copies of these documents from Pebblebrook or LaSalle using
the sources indicated above.
No Offer or Solicitation
This communication 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 (the “Securities
Act”).
Cautionary Statement Regarding Forward Looking Statements
Certain statements in this communication that are not in the present or
past tense or that discuss the expectations of Pebblebrook and/or
LaSalle are forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. These forward looking statements, which are based on
current expectations, estimates and projections about the industry and
markets in which Pebblebrook and LaSalle operate and beliefs of and
assumptions made by Pebblebrook management and LaSalle management,
involve uncertainties that could significantly affect the financial
results of Pebblebrook or LaSalle or the combined company. Pebblebrook
and LaSalle intend such forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 and include this
statement for purposes of complying with these safe harbor provisions.
Words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project” and variations of such words and similar expressions are
intended to identify such forward looking statements, which generally
are not historical in nature. Such forward-looking statements may
include, but are not limited to, statements about the anticipated
benefits of the proposed merger transaction, including future financial
and operating results, the attractiveness of the value to be received by
LaSalle shareholders, the attractiveness of the value to be received by
Pebblebrook and the combined company’s plans, objectives, expectations
and intentions and descriptions relating to these expectations.
All statements that address operating performance, events or
developments that Pebblebrook and LaSalle expect or anticipate will
occur in the future —including statements relating to expected
synergies, improved liquidity and balance sheet strength —are forward
looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions
that are difficult to predict. Although Pebblebrook and LaSalle believe
the expectations reflected in any forward-looking statements are based
on reasonable assumptions, Pebblebrook and LaSalle can give no assurance
that their expectations will be attained and therefore, actual outcomes
and results may differ materially from what is expressed or forecasted
in such forward looking statements. Some of the factors that may affect
outcomes and results include, but are not limited to: (i) the outcome of
any legal proceedings that may be instituted against the companies and
others related to the proposed merger transaction, (ii) unanticipated
difficulties or expenditures relating to the proposed merger
transaction, the response of business partners and competitors to the
announcement of the proposed merger transaction, and/or potential
difficulties in employee retention as a result of the announcement and
pendency of the proposed merger transaction, (iii) changes affecting the
real estate industry and changes in financial markets, interest rates
and foreign currency exchange rates, (iv) increased or unanticipated
competition for the companies’ properties, (v) risks associated with the
hotel industry, including competition for guests and meetings from other
hotels and alternative lodging companies, increases in wages, energy
costs and other operating costs, potential unionization or union
disruption, actual or threatened terrorist attacks, any type of flu or
disease-related pandemic and downturns in general and local economic
conditions, (vi) the availability and terms of financing and capital and
the general volatility of securities markets, (vii) the companies’
respective dependence on third-party managers of their respective
hotels, including their inability to implement strategic business
decisions directly, (viii) risks associated with the real estate
industry, including environmental contamination and costs of complying
with the Americans with Disabilities Act of 1990, as amended, and
similar laws, (ix) the possible failure of the companies to maintain
their respective qualifications as a REIT and the risk of changes in
laws affecting REITs, (x) the possibility of uninsured losses, (xi)
risks associated with redevelopment and repositioning projects,
including delays and cost overruns, (xii) the risk of a material
failure, inadequacy, interruption or security failure of the companies’
or their respective hotel managers’ information technology networks and
systems, (xiii) risks associated with achieving expected revenue
synergies or cost savings, (xiv) risks associated with the companies’
ability to consummate the proposed merger transaction and the timing of
the closing of the proposed merger transaction, and (xv) those
additional risks and factors discussed in reports filed with the SEC by
Pebblebrook and LaSalle from time to time, including those discussed
under the heading “Risk Factors” in their respective most recently filed
reports on Forms 10-K and 10-Q. Neither Pebblebrook nor LaSalle
undertakes any duty to update any forward-looking statements appearing
in this document.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181022005432/en/
Pebblebrook:
Pebblebrook Hotel
Trust
Jon E. Bortz, (240) 507-1300
Chairman and Chief
Executive Officer
or
Raymond D. Martz, (240) 507-1330
Executive
Vice President and Chief Financial Officer
or
Sard Verbinnen &
Co
Liz Zale, Pam Greene or Stephen Pettibone, (212) 687-8080
or
Okapi
Partners
Pat McHugh or Jon Einsidler, (212) 297-0720 or (855)
305-0855
Source: Pebblebrook Hotel Trust