Chesapeake Lodging Trust to Cancel 2019 Annual Meeting of Shareholders
05 Juni 2019 - 10:15PM
Business Wire
Chesapeake Lodging Trust (NYSE:CHSP) today announced that its
board of trustees has cancelled the Trust’s 2019 Annual Meeting of
Shareholders previously scheduled for June 19, 2019.
On May 6, 2019, the Trust announced that it entered into a
definitive merger agreement pursuant to which the Trust would merge
with a subsidiary of Park Hotels & Resorts Inc. (NYSE:PK). The
merger is subject to approval by the Trust’s shareholders and other
customary closing conditions and is expected to close in late third
quarter or early fourth quarter of 2019. The Trust expects that the
current members of its board of trustees will continue as trustees
until the completion of the merger. The Trust will publicly
announce the date and time of the special shareholders’ meeting to
vote upon the proposed merger once it is determined by the board of
trustees.
ABOUT CHESAPEAKE LODGING TRUST
Chesapeake Lodging Trust is a self-advised lodging real estate
investment trust (REIT) focused on investments primarily in
upper-upscale hotels in major business and convention markets and,
on a selective basis, premium select-service hotels in urban
settings or unique locations in the United States. The Trust owns
20 hotels with an aggregate of 6,288 rooms in eight states and the
District of Columbia. Additional information can be found on the
Trust’s website at www.chesapeakelodgingtrust.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements generally include statements
regarding the potential transaction between Park and Chesapeake,
including statements regarding the expected timetable for
completing the potential transaction. These statements are often,
but not always, made through the use of words or phrases such as
“believe,” “expect,” “anticipate,” “should,” “plan,” “will,” “may,”
“intend,” “estimate,” “aim,” “target,” “predict,” “project,”
“seek,” “would,” “could,” “continue,” “possible,” “potential” and
similar expressions. All such forward-looking statements are based
on current expectations of Park’s and Chesapeake’s management and
therefore involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. Key factors that could cause actual results to differ
materially from those projected in the forward-looking statements
include the ability to obtain the requisite approval of
Chesapeake’s shareholders; uncertainties as to the timing to
consummate the potential transaction; the risk that a condition to
closing the potential transaction may not be satisfied; the risk
that regulatory approvals are not obtained or are obtained subject
to conditions that are not anticipated by the parties; the effects
of disruption to Park’s or Chesapeake’s respective businesses; the
effect of this communication on Park’s or Chesapeake’s share
prices; the effects of industry, market, economic, political or
regulatory conditions outside of Park’s or Chesapeake’s control;
transaction costs; Park’s ability to achieve the synergies and
value creation contemplated by the potential transaction; Park’s
ability to promptly, efficiently and effectively integrate acquired
operations into its own operations; and the diversion of management
time on transaction-related issues. Other factors are described in
Park’s and Chesapeake’s respective filings with the SEC, including
Park’s and Chesapeake’s most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Park and Chesapeake assume no obligation to update any
forward-looking statements, except as required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
In connection with the proposed transaction, Park intends to
file with the SEC a registration statement on Form S-4 that will
include a proxy statement of Chesapeake and also constitutes a
prospectus of Park. Park and Chesapeake also plan to file other
relevant documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive
proxy statement/prospectus will be sent to Chesapeake’s
shareholders. Investors may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
relevant documents filed by Park and Chesapeake with the SEC at the
SEC’s website at www.sec.gov. Copies of the documents filed by Park
with the SEC will be available free of charge on Park’s website at
http://www.pkhotelsandresorts.com or by contacting Park’s Investor
Relations at (571) 302-5591. Copies of the documents filed by
Chesapeake with the SEC will be available free of charge on
Chesapeake’s website at http://www.chesapeakelodgingtrust.com or by
contacting Chesapeake’s Investor Relations at (571) 349-9452.
Chesapeake and its respective trustees and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information about trustees and executive
officers of Chesapeake is available in the proxy statement for its
2019 Annual Meeting, which was filed with the SEC on April 30,
2019. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials filed
with the SEC regarding the proposed transaction when they become
available. Investors should read the proxy statement/prospectus
carefully before making any voting or investment decisions when it
becomes available. Investors may obtain free copies of these
documents from Park or Chesapeake using the sources indicated
above.
This communication and the information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20190605005692/en/
Douglas W. Vicari (571) 349-9452
Chesapeake Lodging (NYSE:CHSP)
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