Winston Hotels Receives Unsolicited Offer
March 09 2007 - 6:02AM
Business Wire
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.
Winston (NYSE:WXH)
Historical Stock Chart
From Sep 2024 to Oct 2024
Winston (NYSE:WXH)
Historical Stock Chart
From Oct 2023 to Oct 2024