Special Shareholder Meetings Scheduled for November 27, 2018
Record Date Will Be October 23, 2018
BETHESDA, Md.--(BUSINESS WIRE)--
Pebblebrook Hotel Trust (NYSE: PEB) (“Pebblebrook”) and LaSalle Hotel
Properties (NYSE: LHO) (“LaSalle”) announced today that their pending
merger transaction is on schedule for a planned closing date of November
30, 2018. Pebblebrook and LaSalle will each hold a special meeting of
its shareholders on November 27, 2018 to approve Pebblebrook’s proposed
acquisition of LaSalle. Pebblebrook and LaSalle shareholders of record
as of the close of business on October 23, 2018 will be entitled to vote
at the applicable special meeting of shareholders.
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Additionally, the companies announced that the joint proxy
statement/prospectus, which was filed as part of a registration
statement on Form S-4 in connection with the proposed merger, is
expected to be declared effective by the U.S. Securities and Exchange
Commission (“SEC”) on October 29, 2018.
As previously announced on September 6, 2018, Pebblebrook and LaSalle
entered into a definitive merger agreement pursuant to which Pebblebrook
will acquire 100% of LaSalle’s outstanding common shares. Under the
terms of the merger agreement, for each LaSalle common share owned, each
LaSalle shareholder may elect to receive either a fixed amount of $37.80
in cash or a fixed exchange ratio of 0.92 Pebblebrook common share. A
maximum of 30% of the outstanding LaSalle common shares may elect to
receive 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 to receive cash).
The transaction is subject to customary closing conditions, including
approval by LaSalle shareholders and Pebblebrook shareholders.
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.
About LaSalle Hotel Properties
LaSalle Hotel Properties is a leading multi-operator real estate
investment trust. LaSalle owns 41 properties, which are upscale,
full-service hotels, totaling approximately 10,400 guest rooms in 11
markets in seven states and the District of Columbia. LaSalle focuses on
owning, redeveloping and repositioning upscale, full service hotels
located in urban, resort and convention markets. LaSalle Hotel
Properties seeks to grow through strategic relationships with premier
lodging groups, including Access Hotels & Resorts, Accor, Benchmark
Hospitality, Davidson Hotel Company, Evolution Hospitality, HEI Hotels &
Resorts, Highgate Hotels, Hilton, Hyatt Hotels Corporation, IHG, JRK
Hotel Group, Inc., Marriott International, Noble House Hotels & Resorts,
Outrigger Lodging Services, Provenance Hotels, Two Roads Hospitality,
and Viceroy Hotel Group.
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.
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Pebblebrook Contacts:
Pebblebrook
Hotel Trust
Jon E. Bortz, Chairman and Chief Executive Officer
240-507-1300
or
Raymond
D. Martz, Executive Vice President and Chief Financial Officer
240-507-1330
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
or
LaSalle
Contacts:
LaSalle Hotel Properties
Kenneth G.
Fuller, EVP and Chief Financial Officer
301-941-1500
or
Max
D. Leinweber, VP, Finance & Asset Management
301-941-1500
or
MacKenzie
Partners, Inc.
Bob Marese, 212-929-5405
or
Joele Frank,
Wilkinson Brimmer Katcher
Meaghan Repko or Andrew Siegel,
212-355-4449
Source: Pebblebrook Hotel Trust and LaSalle Hotel Properties