Shareholders of both Pebblebrook Hotel Trust and LaSalle Hotel Properties voted overwhelmingly in favor of Pebblebrook's acquisition of LaSalle, which is expected to close 30 November.
BETHESDA, Md.--November 27, 2018-- Pebblebrook Hotel Trust (NYSE: PEB) (“Pebblebrook”) announced that shareholders of both Pebblebrook and LaSalle Hotel Properties (NYSE: LHO) (“LaSalle”) approved proposals relating to Pebblebrook’s acquisition of LaSalle at their separate special meetings of shareholders today. The results from the special meeting of LaSalle’s shareholders indicate that 99% of the shares voted were cast in favor of the proposal to approve Pebblebrook’s proposed acquisition of LaSalle, representing more than 86% of all outstanding LaSalle common shares. The results from the special meeting of Pebblebrook’s shareholders indicate that more than 99% of the shares voted were cast in favor of the proposal to approve the issuance of Pebblebrook common shares in connection with the acquisition.
Pursuant to the terms of the merger agreement dated September 6, 2018, as amended September 18, 2018, LaSalle shareholders were permitted to elect to receive share and/or cash consideration with respect to their LaSalle common shares. A maximum of 30% of the outstanding LaSalle common shares were permitted to elect to receive cash, and elections of cash are subject to pro rata cutbacks if holders of more than 30% of the outstanding LaSalle common shares elected to receive cash.
The preliminary results of the elections made by LaSalle shareholders are as follows:
- Holders of 85.8 million LaSalle common shares, or approximately 77% of the LaSalle common shares deemed outstanding for purposes of the election (including the shares held by Pebblebrook and not eligible to receive the cash consideration), elected to receive cash, and
- Holders of 25.4 million LaSalle shares, or approximately 23% of the LaSalle common shares eligible to elect, either elected to receive common shares, did not submit valid elections or submitted an election expressing no preference.
The cash component of the aggregate merger consideration is fixed at approximately $1.3 billion. LaSalle shareholders that validly elected to receive 100% cash consideration will receive an amount in cash equal to $37.80 multiplied by (i) the number of such holder’s LaSalle common shares multiplied by (ii) the cash consideration percentage of approximately 38.9%, and an amount of Pebblebrook common shares equal to approximately 61.1% of the number of such holder’s LaSalle common shares multiplied by 0.92. LaSalle shareholders that validly elected a combination of cash and share consideration shall be prorated based on the above percentages subject to their individual cash/share elections.
The transaction is expected to close on November 30, 2018, subject to customary closing conditions. For more information, please visit investor.pebblebrookhotels.com.
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