Boykin Lodging Common Shareholders Approve Merger Agreement
12 September 2006 - 7:09PM
PR Newswire (US)
CLEVELAND, Sept. 12 /PRNewswire-FirstCall/ -- Boykin Lodging
Company (NYSE:BOY), a hotel real estate investment trust, announced
that, at a Special Meeting of Shareholders held today, the
Company's common shareholders approved and adopted 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. Braveheart Investors LP
is an affiliate of Westmont Hospitality Group and Cadim, Inc.
Approximately 90 percent of the Company's common shares present and
voting at the special meeting approved the merger agreement,
representing approximately 64 percent of the total number of common
shares outstanding and entitled to vote. The Company expects to
close the transactions contemplated by the merger agreement as soon
as practicable, pending the satisfaction or waiver of the
conditions set forth in the merger agreement, including the payment
of certain pre-closing dividends previously announced. Under the
terms of the merger agreement, each outstanding common share will
be converted into the right to receive $11.00 in cash, less the
amount of any pre-closing dividends paid with respect to the common
shares, which are expected to be $3.37 per common share in the
aggregate. Assuming the aggregate pre-closing dividends paid with
respect to the common shares are $3.37, each common shareholder
will be entitled to receive in the merger $7.63 for each common
share held. Each limited partner in Boykin Hotel Properties, L.P.,
the operating partnership of the Company, will also be entitled to
receive, subject to compliance with certain procedures, $11.00 per
unit in cash, less the amount of any pre- closing distributions
with respect to the common units, which are expected to be $3.37
per common unit in the aggregate. Each outstanding depositary share
representing a 1/10 fractional interest in a share of the Company's
10-1/2% Class A Cumulative Preferred Shares, Series 2002-A, will be
converted into the right to receive a cash payment of $25.00 per
share plus all accrued and unpaid dividends existing immediately
prior to the effective time of the merger. As previously announced,
immediately prior to the closing of the transactions contemplated
by the merger agreement, the Company's interests in the Pink Shell
Beach Resort and Spa and the Banana Bay Resort & Marina -
Marathon will be sold to entities controlled by Robert W. Boykin,
Chairman of the Board and Chief Executive Officer of the Company.
About Boykin Lodging Company: 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 19 hotels containing a total of 5,480
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/. About Westmont
Hospitality Group: Westmont was founded approximately 30 years ago.
Westmont has grown to be one of the largest privately-held
owner/operator of hotel assets in the world. Westmont owns an
interest in and operates, or oversees the operations of, over 350
hotels containing more than 45,000 guestrooms through North
America, Europe and Asia. About Cadim, Inc.: Cadim, a division of
the Caisse de depot et placement du Quebec and a member of the
Caisse's Real Estate group, conducts merchant banking operations
worldwide and offers advisory and structured finance services to
institutional and private investors internationally. It invests in
real estate equity and debt products and also manages portfolios of
properties and real estate securities traded on the world's various
stock exchanges. Cadim is the umbrella for a group of companies
with offices in Canada, the United States, Europe and Asia. Its
assets under management totaled CA$29.3 billion as at December 31,
2005. For more information: http://www.lacaisse.com/cadim/en/.
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) conditions
to the closing of the proposed merger may not be satisfied; (2) the
proposed merger may involve unexpected costs or unexpected
liabilities; (3) the businesses of the Company may suffer as a
result of uncertainty surrounding the proposed merger; (4) the
settlement of the putative shareholder class action lawsuits filed
against the Company and each of its directors is subject to court
approval; and (5) 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. Tara
Szerpicki Investor Relations Boykin Lodging Company (216) 430-1333
DATASOURCE: Boykin Lodging Company CONTACT: Investor Relations,
Tara Szerpicki of Boykin Lodging Company, +1-216-430-1333, or Web
site: http://www.boykinlodging.com/
http://www.lacaisse.com/cadim/en
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