BETHESDA, Md.–(BUSINESS WIRE)–
LaSalle Auberge Backdrop (LHO) (“LaSalle” or the “Company”) today accepted that it accustomed a angle from Pebblebrook Auberge Affirmation (PEB) (“Pebblebrook”) on August 21, 2018 to access LaSalle in a transaction with application of 0.92 accepted shares of Pebblebrook per accepted allotment of LaSalle, with the advantage for LaSalle shareholders to accept to accept banknote up to a best of 30% in accumulated of the consideration, accountable to pro ration.
On May 21, 2018, LaSalle entered into a absolute acceding with affiliates of Blackstone Absolute Acreage Ally VIII, beneath which Blackstone will access all outstanding accepted shares of benign absorption of LaSalle for $33.50 per allotment in an all-cash transaction admired at $4.8 billion (the “Blackstone Alliance Agreement”).
In accordance with the acceding of the Blackstone Alliance Agreement, and in appointment with its banking and acknowledged advisors, the LaSalle Board of Advisers (the “Board”) will anxiously ysis Pebblebrook’s angle to actuate the advance of activity that it believes is in the best absorption of the Company’s shareholders. The Board has not afflicted its advocacy of the absolute transaction with Blackstone or fabricated any affirmation as to whether Pebblebrook’s angle constitutes, or could ytic be accepted to advance to, a “Superior Proposal” beneath the acceding of the Blackstone Alliance Agreement. The Board expects to acknowledge to Pebblebrook’s angle in due course.
LaSalle shareholders are brash to booty no activity at this time.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as banking admiral to LaSalle and Goodwin Procter LLP and DLA Piper LLP (US) are acting as acknowledged counsel.
About LaSalle Auberge Properties
LaSalle Auberge Backdrop is a arch multi-operator absolute acreage advance trust. The Company owns 41 properties, which are upscale, full-service hotels, accretion about 10,400 bedfellow apartment in 11 markets in seven states and the District of Columbia. The Company focuses on owning, redeveloping and repositioning upscale, full-service hotels amid in urban, resort and assemblage markets. LaSalle Auberge Backdrop seeks to abound through cardinal relationships with arch abode groups, including Access Hotels & Resorts, Accor, Benchmark Hospitality, Davidson Auberge Company, Evolution Hospitality, HEI Hotels & Resorts, Highgate Hotels, Hilton, Hyatt Hotels Corporation, IHG, JRK Auberge Group, Inc., Marriott International, Noble House Hotels & Resorts, Outrigger Abode Services, Provenance Hotels, Two Roads Hospitality, and Viceroy Auberge Group.
Additional Advice about the Proposed Alliance Transaction and Where to Find It
This advice relates to the proposed alliance transaction involving the Company and may be accounted to be address absolute in account of the proposed alliance transaction. In affiliation with the proposed alliance transaction, the Company has filed a absolute proxy account (the “Proxy Statement”) with the Balance and Barter Commission (the “SEC”), as able-bodied as added accordant abstracts in affiliation with the proposed alliance transaction pursuant to the acceding of the Acceding and Plan of Merger, anachronous as of May 20, 2018, amid BRE Landmark Parent L.P., BRE Landmark L.P., BRE Landmark Acquisition L.P., the Company and LaSalle Auberge Operating Partnership, L.P. This advice is not a acting for the Proxy Account or for any added certificate that the Company has filed or may book with the SEC or accelerate to the Company’s shareholders in affiliation with the proposed alliance transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and aegis holders are able to access chargeless copies of the Proxy Account and added abstracts filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the abstracts filed by the Company with the SEC are additionally accessible chargeless of allegation on the Company’s website at www.lasallehotels.com, or by contacting the Company’s Investor Relations Department at (301) 941- 1500. The Company and its advisers and assertive of its controlling admiral may be advised participants in the address of proxies from the Company’s shareholders with account to the proposed alliance transaction beneath the rules of the SEC. Advice about the advisers and controlling admiral of the Company is set alternating in its Anniversary Report on Form 10-K for the year concluded December 31, 2017, which was filed with the SEC on February 20, 2018, its proxy account for its 2018 anniversary affair of shareholders, which was filed with the SEC on March 22, 2018 and in consecutive abstracts filed with the SEC. Added advice apropos bodies who may be accounted participants in the proxy solicitations and a description of their absolute and aberrant interests, by aegis backing or otherwise, is included in the Proxy Account and may be included in added accordant abstracts to be filed with the SEC. You may access chargeless copies of this certificate as declared above.
Cautionary Account Apropos Forward-Looking Statements
This columnist release, calm with added statements and advice about broadcast by the Company, contains assertive advanced statements aural the acceptation of Section 27A of the Balance Act of 1933, as amended, and Section 21E of the Balance Barter Act of 1934, as amended. The Company intends such advanced statements to be covered by the safe anchorage accoutrement for advanced statements independent in the Private Balance Litigation Reform Act of 1995 and includes this account for purposes of acknowledging with these safe anchorage provisions. The advanced statements independent in this columnist release, including statements apropos the proposed alliance transaction and the timing of such transaction, are accountable to assorted risks and uncertainties. Although the Company believes the expectations reflected in any advanced statements independent herein are based on reasonable assumptions, there can be no affirmation that our expectations will be achieved. Advanced statements, which are based on assertive assumptions and call approaching plans, strategies and expectations of the Company, are about identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or added agnate expressions. Such statements absorb accepted and alien risks, uncertainties, and added factors that may account the absolute after-effects of the Company to alter materially from approaching results, achievement or achievements projected or advised in the advanced statements. Some of the factors that may affect outcomes and after-effects include, but are not bound to: (i) risks associated with the Company’s adeptness to access the actor approval appropriate to able the proposed alliance transaction and the timing of the closing of the proposed alliance transaction, including the risks that a action to closing would not be annoyed aural the accepted timeframe or at all or that the closing of the proposed alliance transaction will not occur, (ii) the aftereffect of any acknowledged affairs that may be instituted adjoin the parties and others accompanying to the alliance agreement, (iii) hasty difficulties or expenditures apropos to the proposed alliance transaction, the acknowledgment of business ally and competitors to the advertisement of the proposed alliance transaction, and/or abeyant difficulties in agent assimilation as a aftereffect of the advertisement and pendency of the proposed alliance transaction, (iv) changes affecting the absolute acreage industry and changes in banking markets, absorption ante and adopted bill barter rates, (v) added or hasty antagonism for the Company’s properties, (vi) risks associated with the auberge industry, including antagonism for guests and affairs from added hotels and another abode companies, increases in wages, activity costs and added operating costs, abeyant unionization or abutment disruption, absolute or threatened agitator attacks, any blazon of flu or disease-related communicable and downturns in accepted and bounded bread-and-er conditions, (vii) the availability and acceding of costs and basic and the accepted animation of balance markets, (viii) the Company’s affirmation on third-party managers of its hotels, including its disability to apparatus cardinal business decisions directly, (ix) risks associated with the absolute acreage industry, including ecology contagion and costs of acknowledging with the Americans with Disabilities Act of 1990, as amended, and agnate laws, (x) the accessible abortion of the Company to advance its accomplishment as a REIT and the accident of changes in laws affecting REITs, (xi) the achievability of uninsured losses, (xii) risks associated with redevelopment and repositioning projects, including delays and amount overruns, (xiii) the accident of a absolute failure, inadequacy, abeyance or aegis abortion of the Company’s or the auberge managers’ advice technology networks and systems, (xiv) uncertainties apropos approaching accomplishments that may be taken by Pebblebrook in advocacy of its unsolicited angle and address of proxies, and (xv) those added risks and factors discussed in letters filed with the SEC by the Company from time to time, including those discussed beneath the branch “Risk Factors” in its best afresh filed letters on Form 10-K and 10-Q. The Company undertakes no obligation to amend or alter any advanced statements, whether as a aftereffect of new information, approaching contest or otherwise. Investors should not abode disproportionate affirmation aloft advanced statements.
For added advice or to accept columnist releases via e-mail, amuse appointment our website at http://www.lasallehotels.com/
View antecedent adaptation on businesswire.com: https://www.businesswire.com/news/home/20180822005329/en/
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