Winston to be Acquired by Wilbur
FEBRUARY 22, 2007. 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 it has entered into a definitive agreement and plan of merger pursuant to which Wilbur Acquisition Holding Company, LLC has agreed to purchase 100% of the outstanding shares of common stock of the company.
In the merger, each share of company common stock will be converted into the right to receive $14.10 in cash.
The company's board of directors, upon the recommendation of a special committee of its independent directors, unanimously approved the merger agreement and will recommend approval of the merger by the company's stockholders. The stockholders will be asked to vote on the proposed transaction at a special meeting that will be held on a date to be announced. The merger is expected to close in the second quarter of 2007, subject to receipt of stockholder approval and other customary closing conditions. Upon the closing of the transaction, shares of the company common stock will no longer be listed on the New York Stock Exchange or publicly-traded.
The company does not expect the merger to affect the employees managing and overseeing the operations of the company's hotels.
'After careful consideration, we believe this transaction represents an attractive value to our shareholders,' said Robert W. Winston III, chief executive officer. 'Negotiations were conducted by a special committee of outside directors.' Joseph V. Green, president and chief financial officer, added, 'The company has gained significant momentum over the last several years with substantial upgrades to our portfolio and improvement in our operating results. This transaction validates those efforts. We believe that the timing is right to monetize the value the company has created for its shareholders.'
Lehman Brothers Inc. acted as exclusive financial advisor and Wyrick Robbins Yates & Ponton LLP acted as counsel to the special committee of the company's board of directors. JF Capital Advisors LLC acted as financial advisor and Hunton & Williams LLP acted as counsel to the company. Merrill Lynch & Co. acted as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as counsel to the buyer. Acquisition financing is being provided by Merrill Lynch.
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