Winston Hotels Announces Postponement of 2007 Annual Meeting
27 April 2007 - 10:50PM
Business Wire
Winston Hotels, Inc. (NYSE: WXH), a real estate investment trust
and owner of premium limited-service, upscale extended-stay and
full-service hotels, today announced that, as a result of its
pending merger with Inland American Real Estate Trust, Inc. and in
anticipation of a special meeting of shareholders relating to the
merger, the 2007 Annual Meeting of Shareholders, previously
scheduled for May 4, 2007, has been postponed indefinitely. The
date of the special meeting of shareholders relating to the merger
has not yet been set. Winston will announce the date, time and
place of the special meeting once a final determination has been
made. Winston�s 2007 annual meeting of shareholders will only be
held in the event the merger is not approved or otherwise does not
occur, in which case a new date for the annual meeting will be
announced. The company also announced the recent sale of the
129-room Hampton Inn in Brunswick, GA for net cash proceeds
totaling approximately $6.1 million, resulting in a gain on sale of
approximately $2.2 million. About Winston Hotels As of April 27,
2007, Winston Hotels owned or was invested in 50 hotel properties
in 18 states, having an aggregate of 6,782 rooms. This included 42
wholly owned properties with an aggregate of 5,748 rooms, a 41.7%
ownership interest in a joint venture that owned one hotel with 121
rooms, a 60% ownership interest in a joint venture that owned one
hotel with 138 rooms, a 49% ownership interest in a joint venture
that owned one hotel with 118 rooms, a 48.78% ownership interest in
a joint venture that owned one hotel with 147 rooms, a 13.05%
ownership interest in a joint venture that owned three hotels with
an aggregate of 387 rooms, and a 0.21% ownership interest in a
joint venture that owned one hotel with 123 rooms for which
substantially all of the profit or loss generated by the joint
venture is allocated to the company. As of March 31, 2007, the
company had $29.5 million in loan receivables from owners of
several hotels. The company does not hold an ownership interest in
any of the hotels for which it has provided debt financing. For
more information about Winston Hotels, Inc., visit the company's
web site at www.winstonhotels.com. Additional Information about the
Merger and Where to Find It In connection with the proposed merger,
the company has filed a preliminary proxy statement with the
Securities and Exchange Commission (�SEC�). INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,
INLAND AMERICAN REAL ESTATE TRUST, INC. AND THE PROPOSED MERGER.
Investors can obtain the preliminary proxy statement and all other
relevant documents filed by the company with the SEC free of charge
at the SEC's website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by the company by contacting the company�s Investor
Relations at (919) 510-8003 or accessing the company�s investor
relations website. Investors and security holders are urged to read
the preliminary proxy statement and the other relevant materials
when they become available, including the definitive proxy
statement, before making any voting or investment decision with
respect to the merger. The company and the buyer and their
respective executive officers, directors, and employees may be
deemed to be participating in the solicitation of proxies from the
security holders of the company in connection with the merger.
Information about the executive officers and directors of the
company and the number of company common shares beneficially owned
by such persons is set forth in the proxy statement for the
company�s 2006 Annual Meeting of Shareholders, which was filed with
the SEC on March 17, 2006, and the company�s Annual Report on Form
10-K for the year ended December 31, 2006, which was filed with the
SEC on March 16, 2007. Investors and security holders may obtain
additional information regarding the direct and indirect interests
of the company and the buyer and their respective executive
officers, directors and employees in the merger by reading the
proxy statement regarding the merger when it becomes available.
Cautionary Note Regarding Forward Looking Statements Certain
statements in this release that are not historical fact may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Numerous risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statements.
These factors include, but are not limited to: (i) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; (ii) the outcome of any
legal proceedings that have been or may be instituted against the
company; (iii) the inability to complete the merger due to the
failure to obtain shareholder approval or the failure to satisfy
other conditions to completion of the merger; (iv) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; (v) the ability to recognize the benefits of the merger;
and (vi) the amount of the costs, fees, expenses and charges
related to the merger. Although the company believes the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, it can give no assurance that its
expectations will be attained. For a further discussion of these
and other factors that could impact the company�s future results,
performance, achievements or transactions, see the documents filed
by the company from time to time with the Securities and Exchange
Commission, and in particular the section titled, "Item 1A, Risk
Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2006 filed on March 16, 2007. The Company undertakes
no obligation to revise or update any forward-looking statements,
or to make any other forward-looking statements, whether as a
result of new information, future events or otherwise.
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