Bids $15/Share Topping Wilbur Acquisition Holding Co.
Offer of $14.10/share
|RALEIGH, N.C. - March 9, 2007 - 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
|Also See:||Winston Hotels, Owner/Investor in 53 Hotels, Agrees to be Acquired by Wilbur Acquisition Holding Co. in Deal Valued at $850 million; Proposed Sale May Attract Other bidders for Winston / February 2007|