Extended Stay America, Inc. (“ESA”) and its paired-share REIT, ESH
Hospitality, Inc. (“ESH” and, together with ESA, “Extended Stay” or
the “Company”) (NASDAQ: STAY) today announced that Institutional
Shareholder Services Inc. (“ISS”), a leading independent proxy
advisory firm, has reversed its prior voting recommendation.
It recommends that Extended Stay shareholders
vote FOR the now amended and higher $20.50 per
paired share acquisition agreement with a 50/50 joint venture
between funds managed by Blackstone Real Estate Partners
(“Blackstone”) and Starwood Capital Group (“Starwood Capital”) at
the Company’s Special Meetings of Shareholders, which is scheduled
to be adjourned to June 11, 2021.
Doug Geoga, Chairman of the Boards of the
Company, said, “The ISS recommendation is consistent with our firm
belief that this transaction is the right outcome for shareholders
and provides superior value to our continued operation as a public
company.
“In addition to the unanimous support of our
Boards, we are also pleased to note that the transaction is now
supported by a number of our large shareholders who had previously
expressed concerns.”
Bruce Haase, CEO and President of the Company,
added, “This is the best path for immediate and certain value
creation for Extended Stay shareholders.”
The Company also highlighted commentary today
from sell-side research firm Jefferies, which said, “If the measure
were to fail, the stock could trade into the <$15 range
temporarily, roughly 24% lower than the proposed offer, in our
estimation.”1
Extended Stay shareholders are reminded that
their vote is extremely important, no matter how many shares they
own. To follow the recommendations of ISS and the Company’s Boards,
shareholders should vote “FOR” the proposal on the
WHITE proxy card today to approve the transaction
and secure the certain, immediate and compelling value of $20.50
per paired share in cash.
The amended merger agreement has been
unanimously approved by the entire boards of directors of both ESA
and ESH. As previously announced, the Special Meetings will be
adjourned to June 11, 2021, at 8:30 a.m., Eastern Time (for
ESA) and 9:30 a.m., Eastern Time (for ESH). The Special Meetings
will be held exclusively online via a live audio webcast at
www.virtualshareholdermeeting.com/STAY2021SM. The record date for
the Special Meetings is April 19, 2021.
Shareholders who have already voted in favor of
the transaction do not need to recast their votes. Proxies
previously submitted will be voted at the Special Meetings unless
properly revoked. Shareholders who have not already voted or wish
to change their vote are encouraged to do so. Voting today by
internet, telephone, or mail cancels any vote previously cast. Only
the latest dated proxy, internet or telephonic vote counts. If you
have any questions, or need assistance in voting your shares,
please immediately contact Okapi Partners LLC, our proxy solicitor,
at (877) 629-6357 (toll-free) or at info@okapipartners.com.
About the CompanyExtended Stay
America, Inc. (“ESA”) and its brand Extended Stay America® is the
leading brand in the mid-priced extended stay segment in the U.S.
with 652 hotels. ESA’s subsidiary, ESH Hospitality, Inc., is the
largest lodging REIT in North America by unit and room count, with
564 hotels and approximately 62,500 rooms in the U.S. ESA also
franchises an additional 88 Extended Stay America® hotels. Visit
www.esa.com for more information.
Contacts:
Media:jim.fingeroth@kekstcnc.com,
ruth.pachman@kekstcnc.com, or ross.lovern@kekstcnc.com
Investors:Rob Ballewir@esa.com
(980) 345-1546
Additional Information and Where to Find
It
This communication may be deemed to be
solicitation material in respect of the proposed acquisition of
Extended Stay America, Inc. and ESH Hospitality, Inc. (together,
the “Companies”) by a joint venture of Blackstone Real Estate
Partners and Starwood Capital Group. In connection with the
proposed transaction, on April 26, 2021, the Companies filed with
the Securities and Exchange Commission (“SEC”) a definitive joint
proxy statement and on June 3, 2021, the Companies filed with the
SEC a supplement to the joint proxy statement. STOCKHOLDERS OF THE
COMPANIES ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY STATEMENT,
THE SUPPLEMENT AND OTHER SOLICITING MATERIAL THE COMPANIES HAVE
FILED WITH THE SEC BECAUSE THEY CONTAINS IMPORTANT INFORMATION.
Investors may obtain a free copy of the definitive joint proxy
statement, the supplement and other relevant documents filed by the
Companies with the SEC at the SEC’s Web site at http://www.sec.gov.
The definitive joint proxy statement, the supplement and such other
documents filed with the SEC may also be obtained for free from the
Investor Relations section of the Companies’ web site
(https://www.aboutstay.com/investor-relations) or by directing a
request to the Companies at ir@esa.com.
Forward-Looking Statements
Certain statements contained in this document
constitute “forward-looking statements” within the meaning of the
federal securities laws. All statements other than statements of
historical facts included in this document may be forward-looking,
including statements regarding, among other things, the Companies’
ability to meet their debt service obligations, future capital
expenditures (including future acquisitions and hotel renovation
programs), their distribution policies, their development, growth
and franchise opportunities, anticipated benefits or use of
proceeds from dispositions, their plans, objectives, goals,
beliefs, business strategies, business conditions, results of
operations, financial position and business outlook, business
trends and future events, including the COVID-19 pandemic, its
effects on the foregoing, government actions taken in response to
the COVID-19 pandemic and actions that the Companies have taken or
plan to take in response to the pandemic and such effects. When
used in this document, the words “believe,” “expect,” “anticipate,”
“intend,” “estimate,” “will,” “look forward to” and variations of
such words or similar expressions are intended to identify
forward-looking statements. The forward-looking statements are not
historical facts, and are based upon the Companies’ current
expectations, beliefs, estimates and projections, and various
assumptions, many of which, by their nature, are inherently
uncertain and beyond their control. There can be no assurance that
management’s expectations, beliefs, estimates and projections will
be achieved, and actual results may differ materially from what is
expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and
other important factors, many of which are beyond the Companies’
control, that could cause their actual results to differ materially
from the forward-looking statements contained in this
communication. The potential risks and uncertainties include, among
others, the possibility that Extended Stay America, Inc. may be
unable to obtain required stockholder approvals or that other
conditions to closing the proposed mergers may not be satisfied,
such that the proposed mergers will not close or that the closing
may be delayed; general economic conditions; the proposed mergers
may involve unexpected costs, liabilities or delays; risks that the
transaction disrupts current plans and operations of the Companies;
the outcome of any legal proceedings related to the proposed
mergers; and the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement. For more details on these and other potential risks and
uncertainties, please refer to the definitive joint proxy statement
and the documents that the Companies file with the SEC. All
forward-looking statements speak only as of the date of this
communication or, in the case of any document incorporated by
reference, the date of that document. The Companies are under no
duty to update any of the forward-looking statements after the date
of this document to conform to actual results, except as required
by applicable law.
_______________1 Permission to quote neither sought nor
given.
Extended Stay America (NASDAQ:STAY)
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