Company Website:
http://www.lasallehotels.com
BETHESDA, Md. -- (Business Wire)
LaSalle Hotel Properties (NYSE: LHO) (“LaSalle” or the “Company”) today
has posted the following list of Frequently Asked Questions (“FAQs”) to
the investor relations section of the Company’s website, https://ir.lasallehotels.com/,
regarding how LaSalle shareholders can elect to receive cash
consideration or common share consideration in connection with the
pending merger transaction with Pebblebrook Hotel Trust (NYSE: PEB)
(“Pebblebrook”).
FREQUENTLY ASKED QUESTIONS ABOUT ELECTIONS
- How do I make an election if I am a record holder of LaSalle common
shares?
Each holder of record of LaSalle common shares
(holding directly through LaSalle’s transfer agent) as of the close of
business on October 23, 2018, which we refer to as the record date,
will have the right to submit an election to receive the cash
consideration or the common share consideration by delivering an
election form to the exchange agent prior to 5:00 p.m., Eastern Time,
on November 26, 2018, which is the business day immediately prior to
the LaSalle special meeting, which we refer to as the election
deadline. LaSalle will mail the election form to the record holders of
LaSalle common shares concurrently with the mailing of the joint proxy
statement/prospectus.
- How do I make an election if my LaSalle common shares are held in
“street name” by my bank, brokerage firm or other nominee?
If
you hold LaSalle common shares in “street name” through a bank,
brokerage firm or other nominee, you should instruct such nominee what
election to make on your behalf by carefully following the
instructions that you will receive from your bank, brokerage firm or
other nominee. An election will not be made on your behalf absent your
instructions. You may be subject to an earlier deadline for making
your election. Please contact your bank, brokerage firm or other
nominee with any questions.
- If my LaSalle common shares are held in “street name” and I
purchased them after the record date, can I make an election?
Yes.
LaSalle common shareholders who hold their LaSalle common shares in
“street name” through a bank, brokerage firm or other nominee do not
have to own the shares as of the record date in order to make an
election. However, it is important to note that such LaSalle common
shareholders who hold their LaSalle common shares in “street name” may
be subject to an earlier election deadline established by their
nominee. Therefore, LaSalle common shareholders should carefully read
any materials received from their bank, brokerage firm or other
nominee, and should follow the procedures established by their bank,
brokerage firm or other nominee in order to make an election. Please
contact your bank, brokerage firm or other nominee with any questions.
- Is the deadline to make an election the same date as the record
date for voting?
No. Only holders of LaSalle common shares of
record holding directly through LaSalle’s transfer agent or holding in
“street name” as of the close of business on October 23, 2018, the
record date for determining LaSalle shareholders entitled to notice of
and to vote at the LaSalle special meeting, are entitled to vote at
the LaSalle special meeting.
For the date of the election
deadlines, see the answers to the questions below titled “What is the
deadline for making an election if I am a record holder of LaSalle
common shares?” and “Is there a different deadline for making an
election if my LaSalle common shares are held in “street name?”
- What is the deadline for making an election if I am a record holder
of LaSalle common shares?
The election deadline for holders
of record of LaSalle common shares (holding directly through LaSalle’s
transfer agent) as of the close of business on the record date is 5:00
p.m., Eastern Time, on November 26, 2018.
- Is there a different deadline for making an election if my LaSalle
common shares are held in “street name”?
LaSalle common
shareholders who hold their LaSalle common shares in “street name”
through a bank, brokerage firm or other nominee may be subject to an
earlier election deadline established by their nominee. Therefore,
LaSalle common shareholders should carefully read any materials
received from their bank, brokerage firm or other nominee, and should
follow the procedures established by their bank, brokerage firm or
other nominee in order to make an election. Please contact your bank,
brokerage firm or other nominee with any questions.
- What happens to my election if I sell or transfer my LaSalle common
shares after the record date if I am a record holder?
For
holders of record of LaSalle common shares (holding directly through
LaSalle’s transfer agent) as of the close of business on the record
date, after an election is made, any subsequent transfer of the
LaSalle common shares subject to such election shall automatically
revoke the election.
- What happens to my election if I sell or transfer my LaSalle common
shares after the record date if my LaSalle common shares are held in
“street name”?
LaSalle common shareholders who hold their
LaSalle common shares in “street name” through a bank, brokerage firm
or other nominee and who sell their LaSalle common shares after the
record date will be subject to the instructions and procedures
established by their bank, brokerage firm or other nominee in regard
to the election and subsequent revocation of election due to the sale
of their common shares. Therefore, LaSalle “street name” common
shareholders should carefully read any materials received from their
bank, brokerage firm or other nominee, and should follow the
procedures established their bank, brokerage firm or other nominee.
Please contact your bank, brokerage firm or other nominee with any
questions.
- Can I change my election after my election form has been submitted
if I am a record holder?
An election may be revoked by a
record holder of LaSalle common shares (holding directly through
LaSalle’s transfer agent) by delivering written notice to the exchange
agent prior to the election deadline. If an election is revoked by a
record holder, the LaSalle common shares subject to the revoked
election will be deemed to have elected to receive the share
consideration unless a new election is made prior to the election
deadline.
- Can I change my election after my election form has been submitted
if my LaSalle common shares are held in “street name”?
LaSalle
common shareholders who hold their LaSalle common shares in “street
name” (prior to the election deadline) through a bank, brokerage firm
or other nominee will receive instructions from their bank, brokerage
firm or other nominee as to how to submit a form of election.
Therefore, LaSalle common shareholders should carefully read any
materials received from their bank, brokerage firm or other nominee,
and should follow the procedures established their bank, brokerage
firm or other nominee in order to change or revoke an election. Please
contact your bank, brokerage firm or other nominee with any questions.
- Who can answer my questions?
If you are a LaSalle common
shareholder and have any questions about the mergers or how to submit
your election form or proxy, you should contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York,
New York 10018
Bob Marese
+1-212-929-5405
Email: bmarese@mackenziepartners.com
If your broker or other nominee holds your shares, you should also
contact your broker or other nominee for additional information.
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).
LaSalle will hold a special meeting of shareholders on November 27, 2018
to approve Pebblebrook’s proposed acquisition of LaSalle. LaSalle
shareholders of record as of the close of business on October 23, 2018
will be entitled to vote at the meeting.
The transaction is subject to customary closing conditions, including
approval by LaSalle shareholders and Pebblebrook shareholders.
About LaSalle Hotel Properties
LaSalle Hotel Properties is a leading multi-operator real estate
investment trust. The Company 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. The Company
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,
Pebblebrook Hotel, L.P., Ping Merger Sub, LLC, Ping Merger OP, LP,
LaSalle 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 is
included in the preliminary joint proxy statement/prospectus and will be
included in 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
This press release, together with other statements and information
publicly disseminated by the Company, contains certain 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. The
Company intends 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 includes this
statement for purposes of complying with these safe harbor provisions.
The forward- looking statements contained in this press release,
including statements regarding the proposed merger transaction, are
subject to various risks and uncertainties. Although the Company
believes the expectations reflected in any forward-looking statements
contained herein are based on reasonable assumptions, there can be no
assurance that our expectations will be achieved. Forward-looking
statements, which are based on certain assumptions and describe future
plans, strategies and expectations of the Company, are generally
identifiable by use of the words “believe,” “expect,” “intend,”
“anticipate,” “estimate,” “project,” or other similar expressions. Such
statements involve known and unknown risks, uncertainties, and other
factors that may cause the actual results of the Company to differ
materially from future results, performance or achievements projected or
contemplated in the forward-looking statements. Some of the factors that
may affect outcomes and results include, but are not limited to: (i)
risks associated with the Company’s ability to obtain the shareholder
approval required to consummate the proposed merger transaction and the
timing of the closing of the proposed merger transaction, including the
risks that a condition to closing would not be satisfied within the
expected timeframe or at all or that the closing of the proposed merger
transaction will not occur, (ii) the outcome of any legal proceedings
that may be instituted against the companies and others related to the
proposed merger transaction, (iii) 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, (iv) changes affecting the real estate industry and changes
in financial markets, interest rates and foreign currency exchange
rates, (v) increased or unanticipated competition for the Company’s
properties, (vi) 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, (vii) the
availability and terms of financing and capital and the general
volatility of securities markets, (viii) the Company’s dependence on
third-party managers of its hotels, including its inability to implement
strategic business decisions directly, (ix) 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, (x) the possible failure of the Company to maintain
its qualification as a REIT and the risk of changes in laws affecting
REITs, (xi) the possibility of uninsured losses, (xii) risks associated
with redevelopment and repositioning projects, including delays and cost
overruns, (xiii) the risk of a material failure, inadequacy,
interruption or security failure of the Company’s or the hotel managers’
information technology networks and systems, and (xiv) those additional
risks and factors discussed in reports filed with the SEC by the Company
from time to time, including those discussed under the heading “Risk
Factors” in its most recently filed reports on Form 10-K and 10-Q. The
Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. Investors should not place undue reliance upon
forward-looking statements.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181023006206/en/
Contacts:
LaSalle Investor Contacts:
LaSalle Hotel Properties
Kenneth
G. Fuller or Max D. Leinweber
301-941-1500
or
MacKenzie
Partners, Inc.
Bob Marese
212-929-5405
or
LaSalle
Media Contact:
Joele Frank, Wilkinson Brimmer Katcher
Meaghan
Repko / Andrew Siegel
212-355-4449
Source: LaSalle Hotel Properties
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