LaSalle board determines Pebblebrook offer ‘superior’
 
LaSalle board determines Pebblebrook offer ‘superior’
05 SEPTEMBER 2018 3:20 PM

Through a vote, the LaSalle Hotel Properties board of trustees determined Pebblebrook Hotel Trust’s latest offer constitutes a “superior proposal” to its agreement with Blackstone.

BETHESDA, Md.—September 5, 2018—LaSalle Hotel Properties (NYSE: LHO) (“LaSalle” or the “Company”) today announced that its Board of Trustees (the “Board”), in consultation with its legal and financial advisors, through a unanimous vote of the trustees present (with only Stuart L. Scott not in attendance due to recent hospitalization) has determined that the unsolicited, non-binding proposal received from Pebblebrook Hotel Trust (NYSE: PEB) (“Pebblebrook”) on August 21, 2018 (the “Pebblebrook Proposal”) constitutes a “Superior Proposal” as defined in LaSalle’s merger agreement with affiliates of Blackstone Real Estate Partners VIII (“Blackstone”) (the “Blackstone Merger Agreement”).

Under the terms of the Pebblebrook Proposal, Pebblebrook would acquire LaSalle in a transaction with consideration of 0.92 common shares of Pebblebrook per common share of LaSalle, with the option for LaSalle shareholders to elect to receive a fixed amount of $37.80 per share in cash up to a maximum of 30% in aggregate of the consideration, subject to pro ration.

The Company delivered notice to Blackstone of the Board's determination and intention to effect a change of recommendation and terminate the Blackstone Merger Agreement. Under the terms of the Blackstone Merger Agreement, such notice commenced a four business day period, during which the Board may not change its recommendation, LaSalle may not terminate the Blackstone Merger Agreement, and Blackstone has the right to propose amendments to the terms of the Blackstone Merger Agreement.

As previously announced on May 21, 2018, LaSalle entered into the Blackstone Merger Agreement, under which Blackstone would acquire all outstanding common shares of beneficial interest of LaSalle for $33.50 per share in an all-cash transaction valued at $4.8 billion.

There can be no assurance that the discussions with Pebblebrook will result in the consummation of a transaction or that the terms of any new transaction will be the same as those reflected in the Pebblebrook Proposal. Further, there can be no assurance that Blackstone will propose any adjustments to the Blackstone Merger Agreement.

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as financial advisors to LaSalle and Goodwin Procter LLP and DLA Piper LLP (US) are acting as legal counsel.

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