LaSalle Hotel Properties, whose high-end hotels include the Westin Copley Place in Boston and the Park Central New York, agreed to be purchased by Pebblebrook Hotel Trust after terminating a planned takeover by Blackstone Group LP.
Pebblebrook will exchange 0.92 common share for each LaSalle share, and LaSalle stockholders will have the option of receiving $37.80 a share in cash for as much as 30 percent of the deal, the companies said in a statement Thursday. The total value of the deal is about $5.2 billion, according to the statement.
LaSalle said yesterday that it rejected a $33.50-a-share all-cash takeover offer from Blackstone, determining that the competing bid from Pebblebrook was a superior proposal. Pebblebrook has spent almost half a year in pursuit of LaSalle, announcing its first all-stock bid in March. The lingering prospect of a merger of the two real estate investment trusts has helped LaSalle’s stock stay consistently above Blackstone’s offer of roughly $4.8 billion including debt since that agreement was announced in May.
“We are very pleased to have reached an agreement to bring Pebblebrook and LaSalle together in a strategic combination that represents a terrific value-maximizing opportunity for both LaSalle and Pebblebrook shareholders,” Pebblebrook Chief Executive Officer Jon Bortz said in the statement.
LaSalle paid Blackstone a $112 million breakup fee on Thursday, according to a regulatory filing.
LaSalle will sell three of its hotels, with about 1,600 guest rooms, as part of the agreement with Pebblebrook. After the sale, the combined company will have 66 high-end hotels and resorts in or near 16 U.S. urban markets. The deal is expected to be completed in the fourth quarter.
Bortz will continue as chairman, president and CEO of Pebblebrook after the takeover.
LaSalle shareholders had been scheduled to vote today on the Blackstone proposal. Two prominent shareholder-advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., issued reports last month recommending that investors oppose Blackstone’s offer and arguing that Pebblebrook’s bid was superior.
HG Vora Capital Management LLC, which had 9.1 percent of LaSalle’s shares when the offer was accepted, had said it planned to vote against a Blackstone takeover because it didn’t maximize value for shareholders. Pebblebrook itself, which owns 9.8 percent of LaSalle, had said it would vote against Blackstone’s bid. The Blackstone takeover would have required the approval from investors representing two-thirds of LaSalle’s shares.
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