“We’re happy that each ISS and Glass Lewis have beneficial that shareholders vote for our proposed acquisition of LaSalle,” stated Jon E. Bortz, Chairman, President and Chief Govt Officer of Pebblebrook Resort Belief. “Each experiences clearly acknowledge the engaging strategic and monetary rationale for the transaction, which serves the pursuits of shareholders of each corporations. Collectively, Pebblebrook and LaSalle will kind an trade chief with the premier portfolio of high-quality unbiased way of life accommodations, the flexibility to generate sturdy money circulate and a versatile stability sheet. We proceed to make progress in direction of the anticipated completion of this merger within the fourth quarter of 2018, and we encourage Pebblebrook and LaSalle shareholders to vote in favor of this value-creating transaction at their respective Particular Conferences on November 27, 2018.”
In making its suggestions, ISS acknowledged:
“A vote FOR this [LaSalle] proposal is warranted given the compelling rationale, the premium to the unaffected share worth and to that of the earlier Blackstone supply, anticipated monetary advantages to the mixed entity, and the draw back danger of non-approval.”
“The Transaction will end in a mixed entity with a stronger monetary situation, elevated monetary flexibility, superior pro-forma capital ranges, higher entry to capital, better potential to unfold enterprise technique execution dangers throughout a bigger enterprise and extra choices for future potential strategic options than both occasion would have on a standalone foundation.”
“Help for the [Pebblebrook] share issuance is warranted given the compelling rationale and that the merger with LHO is predicted to supply monetary advantages, together with price synergies and accretion to adjusted FFO per share.”
In making its suggestions, Glass Lewis acknowledged:
“The acquired properties seem solely in keeping with [Pebblebrook’s] present operational scope and danger profile, and administration clearly expects to drive better worth from LaSalle’s portfolio than is presently acknowledged by the market. We anticipate this effort to be supported by affordable synergies, together with the elimination of duplicative administrative and itemizing bills and the unification of two presently separate working platforms.”
“…in providing a transaction a number of in keeping with different trade buy-outs, Pebblebrook’s ultimate bid essentially implies a relatively materials premium to LaSalle’s true unaffected worth.”As beforehand introduced on September 6, 2018, Pebblebrook and LaSalle entered right into a definitive merger settlement pursuant to which Pebblebrook will purchase 100% of LaSalle’s excellent widespread shares. Beneath the phrases of the merger settlement, for every LaSalle widespread share owned, every LaSalle shareholder could elect to obtain both a hard and fast quantity of $37.80 in money or a hard and fast change ratio of 0.92 Pebblebrook widespread share. A most of 30% of the excellent LaSalle widespread shares could elect to obtain money (and elections of money might be topic to professional rata cutbacks if holders of greater than 30% of the excellent LaSalle widespread shares elect to obtain money).
The transaction is predicted to shut on November 30, 2018, topic to customary closing circumstances, together with approval by LaSalle and Pebblebrook shareholders. Pebblebrook’s and LaSalle’s Particular Conferences of shareholders are scheduled to happen on Tuesday, November 27, 2018, at 9:00 a.m. and 10:00 a.m. Japanese Time, respectively. Pebblebrook and LaSalle shareholders of report on the shut of enterprise on October 23, 2018, might be entitled to vote on the Particular Conferences.
Raymond James and BofA Merrill Lynch are performing as monetary advisors, Hunton Andrews Kurth LLP is performing as authorized counsel and Okapi Companions LLC is serving as data agent to Pebblebrook in reference to the proposed transaction.
For extra data, please go to investor.pebblebrookhotels.com.
About Pebblebrook Resort Belief
Pebblebrook Resort Belief is a publicly traded actual property funding belief (“REIT”) organized to opportunistically purchase and make investments primarily in higher upscale, full-service accommodations situated in city markets in main gateway cities. The Firm owns 28 accommodations, with a complete of 6,973 visitor rooms. The Firm owns accommodations situated in 9 states and the District of Columbia, together with: 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 extra data, please go to us at www.pebblebrookhotels.com and comply with us on Twitter at @PebblebrookPEB.
Extra Details about the Proposed Merger Transaction and The place to Discover It
This communication pertains to the proposed merger transaction pursuant to the phrases of the Settlement and Plan of Merger, dated as of September 6, 2018, as amended on September 18, 2018, by and amongst Pebblebrook Resort Belief, Pebblebrook Resort, L.P., Ping Merger Sub, LLC, Ping Merger OP, LP, LaSalle Resort Properties and LaSalle Resort Working Partnership, L.P. In reference to the proposed merger transaction, on September 18, 2018, Pebblebrook filed with the USA Securities and Trade Fee (“SEC”) a registration assertion on Type S-4 (which was declared efficient on October 26, 2018) and a definitive joint proxy assertion/prospectus dated October 29, 2018 of Pebblebrook and LaSalle that additionally constitutes a prospectus of Pebblebrook. Pebblebrook and LaSalle additionally plan to file different related paperwork with the SEC concerning the proposed merger transaction. INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. It’s possible you’ll get hold of a free copy of the definitive joint proxy assertion/prospectus and different related paperwork (if and after they turn out to be accessible) filed by Pebblebrook or LaSalle with the SEC on the SEC’s web site at www.sec.gov. Copies of the paperwork filed by Pebblebrook with the SEC might be accessible freed from cost on Pebblebrook’s web site at www.pebblebrookhotels.com or by contacting Pebblebrook’s Investor Relations at (240) 507-1330. Copies of the paperwork filed by LaSalle with the SEC might be accessible freed from cost on LaSalle’s web site at www.lasallehotels.com or by contacting LaSalle’s Investor Relations at (301) 941-1500.
Sure Data Concerning Individuals
Pebblebrook and LaSalle and their respective trustees, govt officers and different members of administration and staff could also be deemed to be contributors within the solicitation of proxies in respect of the proposed merger transaction. You’ll find details about Pebblebrook’s govt officers and trustees in Pebblebrook’s definitive proxy assertion filed with the SEC on April 27, 2018 in reference to Pebblebrook’s 2018 annual assembly of shareholders. You’ll find details about LaSalle’s govt officers and administrators in LaSalle’s definitive proxy assertion filed with the SEC on October 29, 2018 in reference to the particular assembly of shareholders. Extra data concerning the pursuits of such potential contributors is included within the definitive joint proxy assertion/prospectus and could also be included in different related paperwork filed with the SEC if and after they turn out to be accessible. It’s possible you’ll get hold of free copies of those paperwork from Pebblebrook or LaSalle utilizing the sources indicated above.
No Provide or Solicitation
This communication shall not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation or sale could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by way of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Cautionary Assertion Concerning Ahead Trying Statements
Sure statements on this communication that aren’t within the current or previous tense or that debate the expectations of Pebblebrook and/or LaSalle are forward-looking statements throughout the which means of Part 27A of the Securities Act and Part 21E of the Securities Trade Act of 1934, as amended. These ahead wanting statements, that are based mostly on present expectations, estimates and projections concerning the trade and markets wherein Pebblebrook and LaSalle function and beliefs of and assumptions made by Pebblebrook administration and LaSalle administration, contain uncertainties that might considerably have an effect on the monetary outcomes of Pebblebrook or LaSalle or the mixed firm. Pebblebrook and LaSalle intend such forward-looking statements to be lined by the protected harbor provisions for forward-looking statements contained within the Personal Securities Litigation Reform Act of 1995 and embody this assertion for functions of complying with these protected harbor provisions. Phrases equivalent to “imagine,” “anticipate,” “intend,” “anticipate,” “estimate,” “challenge” and variations of such phrases and comparable expressions are supposed to determine such ahead wanting statements, which typically are usually not historic in nature. Such forward-looking statements could embody, however are usually not restricted to, statements concerning the anticipated advantages of the proposed merger transaction, together with future monetary and working outcomes, the attractiveness of the worth to be acquired by LaSalle shareholders, the attractiveness of the worth to be acquired by Pebblebrook and the mixed firm’s plans, goals, expectations and intentions and descriptions relating to those expectations.
All statements that deal with working efficiency, occasions or developments that Pebblebrook and LaSalle anticipate or anticipate will happen sooner or later —together with statements regarding anticipated synergies, improved liquidity and stability sheet power —are ahead wanting statements. These statements are usually not ensures of future efficiency and contain sure dangers, uncertainties and assumptions which are tough to foretell. Though Pebblebrook and LaSalle imagine the expectations mirrored in any forward-looking statements are based mostly on affordable assumptions, Pebblebrook and LaSalle may give no assurance that their expectations might be attained and subsequently, precise outcomes and outcomes could differ materially from what’s expressed or forecasted in such ahead wanting statements. Among the elements which will have an effect on outcomes and outcomes embody, however are usually not restricted to: (i) the end result of any authorized proceedings that could be instituted in opposition to the businesses and others associated to the proposed merger transaction, (ii) unanticipated difficulties or expenditures regarding the proposed merger transaction, the response of enterprise companions and opponents to the announcement of the proposed merger transaction, and/or potential difficulties in worker retention on account of the announcement and pendency of the proposed merger transaction, (iii) modifications affecting the actual property trade and modifications in monetary markets, rates of interest and international foreign money change charges, (iv) elevated or unanticipated competitors for the businesses’ properties, (v) dangers related to the resort trade, together with competitors for company and conferences from different accommodations and various lodging corporations, will increase in wages, vitality prices and different working prices, potential unionization or union disruption, precise or threatened terrorist assaults, any kind of flu or disease-related pandemic and downturns basically and native financial circumstances, (vi) the provision and phrases of financing and capital and the overall volatility of securities markets, (vii) the businesses’ respective dependence on third-party managers of their respective accommodations, together with their incapacity to implement strategic enterprise choices straight, (viii) dangers related to the actual property trade, together with environmental contamination and prices of complying with the Individuals with Disabilities Act of 1990, as amended, and comparable legal guidelines, (ix) the doable failure of the businesses to take care of their respective {qualifications} as a REIT and the chance of modifications in legal guidelines affecting REITs, (x) the potential for uninsured losses, (xi) dangers related to redevelopment and repositioning tasks, together with delays and price overruns, (xii) the chance of a cloth failure, inadequacy, interruption or safety failure of the businesses’ or their respective resort managers’ data expertise networks and programs, (xiii) dangers related to attaining anticipated income synergies or price financial savings, (xiv) dangers related to the businesses’ potential to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, and (xv) these extra dangers and elements mentioned in experiences filed with the SEC by Pebblebrook and LaSalle every so often, together with these mentioned below the heading “Threat Elements” of their respective most not too long ago filed experiences on Types 10-Okay and 10-Q. Neither Pebblebrook nor LaSalle undertakes any responsibility to replace any forward-looking statements showing on this doc.


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