Boykin Lodging Enters into Memorandum of Understanding to Settle Shareholder Litigation
01 September 2006 - 3:00PM
PR Newswire (US)
CLEVELAND, Sept. 1 /PRNewswire-FirstCall/ -- Boykin Lodging Company
(NYSE:BOY), a hotel real estate investment trust (REIT), today
announced that the Company and its directors have entered into a
memorandum of understanding to settle, subject to court approval,
three putative shareholder class action lawsuits pending against
the Company and each of its directors in connection with the
transactions contemplated by the Agreement and Plan of Merger,
dated as of May 19, 2006, among Braveheart Investors LP, Braveheart
II Realty (Ohio) Corp., Braveheart II Properties Holding LLC,
Braveheart II Properties Company LLC, the Company and Boykin Hotel
Properties, L.P., including the sales of the Pink Shell Beach
Resort and Banana Bay Resort to entities controlled by Robert W.
Boykin, the Company's Chairman of the Board and Chief Executive
Officer. The settlement will not affect the amount of merger
consideration to be paid in the merger. In connection with the
settlement, the Company has agreed to make certain additional
disclosures to its shareholders, which disclosures will be included
in a proxy statement supplement that will be mailed to shareholders
of the Company. The memorandum of understanding is subject to
customary conditions including definitive documentation and court
approval following notice to the shareholders of the Company and a
hearing. If the merger is completed and final court approval of the
settlement and the dismissal of the lawsuits by the court with
prejudice is obtained in accordance with the definitive settlement
documentation, plaintiffs' counsel will apply to the court for an
award of attorneys' fees and expenses. The defendants have reserved
the right to oppose the application in whole or in part, and the
Company or its successor will pay the amount awarded by the court
after an order awarding such amount becomes final. The defendants
deny all liability with respect to the facts and claims alleged in
the shareholder complaints, and specifically deny that any further
supplemental disclosure is required under any applicable rule,
statute, regulation or law. However, to avoid the risk of delaying
or otherwise imperiling the merger, and to provide additional
information to our shareholders at a time and in a manner that
would not cause any delay of the merger, the defendants agreed to
the settlement described herein. The defendants further considered
it desirable that the actions be settled to avoid the substantial
burden, expense, risk, inconvenience and distraction of continued
litigation and to fully and finally resolve all of the claims that
were or could have been brought in the actions being settled.
Boykin Lodging Company is a real estate investment trust that
focuses on the ownership of full-service, upscale commercial and
resort hotels. The Company currently owns interests in 20 hotels
containing a total of 5,637 rooms located in 13 states, and
operating under such internationally known brands as Doubletree,
Marriott, Hilton, Radisson, Embassy Suites, and Courtyard by
Marriott among others. For more information about Boykin Lodging
Company, visit the Company's website at
http://www.boykinlodging.com/. Forward Looking Statements: This
news release contains "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934
regarding the Company, including those statements regarding the
expected effects, timing and completion of the proposed
transactions, among others. Except for historical information, the
matters discussed in this release are forward-looking statements
that involve risks and uncertainties that may cause results to
differ materially from those set forth in those statements. For
example, among other things, (1) the Company may be unable to
obtain shareholder approval required for its proposed merger with
Braveheart Investors LP; (2) conditions to the closing of the
proposed merger may not be satisfied; (3) the proposed merger may
involve unexpected costs or unexpected liabilities; (4) the
businesses of the Company may suffer as a result of uncertainty
surrounding the proposed merger; (5) there is shareholder
litigation pending against the Company and its directors with
respect to the contemplated transactions; and (6) the Company may
be adversely affected by economic, business, and/or competitive
factors, including real estate conditions, and hotel acquisition
and disposition programs. Additional factors that may affect the
future results of the Company are set forth in its filings with the
Securities and Exchange Commission, which are available at
http://www.boykinlodging.com/ and http://www.sec.gov/. Unless
required by law, the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Additional
Information and Where to Find It: In connection with the proposed
transaction, a definitive proxy statement of Boykin Lodging Company
and other materials have been filed with the SEC. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BOYKIN
LODGING COMPANY AND THE PROPOSED TRANSACTION. Investors can obtain
free copies of the proxy statement as well as other filed documents
containing information about Boykin Lodging Company at
http://www.sec.gov/, the SEC's free website. Free copies of Boykin
Lodging Company's SEC filings are also available on Boykin Lodging
Company's website, http://www.boykinlodging.com/. Participants in
the Solicitation: Boykin Lodging Company and its executive officers
and directors may be deemed, under SEC rules, to be participants in
the solicitation of proxies from Boykin Lodging Company's
shareholders with respect to the proposed transaction. INFORMATION
REGARDING BOYKIN LODGING COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS
IS SET FORTH IN THE COMPANY'S PROXY STATEMENTS FILED ON APRIL 25,
2006 AND AUGUST 4, 2006. More detailed information regarding the
identity of potential participants, and their direct or indirect
interest, by securities holdings or otherwise, are set forth in the
definitive proxy statement and other material filed with the SEC in
connection with the proposed transaction. Contact: Tara Szerpicki
Investor Relations Boykin Lodging Company (216) 430-1333
DATASOURCE: Boykin Lodging Company CONTACT: Tara Szerpicki,
Investor Relations of Boykin Lodging Company, +1-216-430-1333 Web
site: http://www.boykinlodging.com/
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