LaSalle Hotel Properties recently confirmed that it has received another revised unsolicited proposal from Pebblebrook Hotel Trust to acquire LaSalle in a transaction with consideration of 0.9085 common shares of Pebblebrook per common share of LaSalle, with the option for LaSalle shareholders to elect to receive cash up to a maximum of 20% in aggregate of the merger consideration, subject to pro ration. Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the LaSalle Board of Trustees will carefully review Pebblebrook’s revised proposal to determine the course of action that it believes is in the best interest of the company’s shareholders.
The LaSalle Board of Trustees has communicated to Pebblebrook publicly and privately that it is open-minded and committed to maximizing shareholder value. To that end, LaSalle and its advisors have repeatedly engaged in good faith with Pebblebrook.
The Board remains committed to acting in the best interests of LaSalle’s shareholders and will continue to consider any alternatives that enhance long-term shareholder value. LaSalle shareholders are advised to take no action at this time, pending the review of the revised proposal from Pebblebrook by LaSalle’s Board of Trustees.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as financial advisors to LaSalle and Goodwin Procter LLP and DLA Piper LLP are acting as legal counsel.
The non-binding proposal for 100% of LaSalle’s outstanding common shares represented a higher implied price of $32.49 per LaSalle common share1, a premium of 33.2% above LaSalle’s unaffected closing price on March 27, 20182 and a significant premium to analyst consensus NAV and consensus price target. The implied price of $32.49 per share is based on an increased fixed exchange ratio of 0.9085 Pebblebrook common share for each LaSalle common share, and is $2.49 per share, or 8.3%, above the implied price of Pebblebrook’s original offer. Pebblebrook’s revised proposal also provides LaSalle’s common shareholders with the option to elect to receive cash up to a maximum of 20% in the aggregate (subject to pro rata cutbacks).
“This offer provides substantial long-term financial and strategic benefits for LaSalle and Pebblebrook shareholders,” said Jon E. Bortz, Chairman, President and Chief Executive Officer of Pebblebrook Hotel Trust, in a prepared statement. “We have offered to open our books for LaSalle to fully evaluate our offer, and strongly encourage LaSalle’s Board of Trustees to engage with us. We are encouraged by the overwhelmingly positive reaction from investors who own LaSalle and Pebblebrook shares, and who recognize the upside potential of the combined entity. We hope that LaSalle will review our detailed proposal fully and fairly and negotiate with us to reach a definitive merger agreement.”
After the latest offer, analysts were quick to say that after the raised price and cash component and most reiterated their “buy” suggestion on Pebblebrook. As for deadline, the letter from Pebblebrook did not include a deadline date.
The REIT Wire will continue to monitor this story as we learn more, but click below for earlier coverage and more details.