By Lisa Kerner
Charlotte, N.C., April 3 - Winston Hotels, Inc. agreed to be acquired by Inland American Real Estate Trust, Inc. for $15.00 per share.
Under a definitive agreement and plan of merger, Inland American will also purchase 100% of the outstanding shares of Winston Hotels' series B preferred stock for $25.44 per share in cash including dividends, or $25.38 per share if the merger occurs after June 30.
Inland American plans to fund the merger with cash on hand, according to a company news release.
The merger is expected to close in the third quarter of 2007, subject to stockholder approval.
"The board of directors and the special committee of outside directors are pleased that the sale process has been structured in a manner that they believe provides the opportunity for the greatest benefit to our shareholders," Winston Hotels chief executive officer Robert W. Winston III said in the release.
On March 9, Winston Hotels received an unsolicited offer from Atlanta-based Inland American to acquire the company for $15.00 per share. Winston Hotels had accepted an offer in February from Wilbur Acquisition Holding Co. for $14.10 per share in cash.
Winston Hotels is a Raleigh, N.C.-based real estate investment trust specializing in upscale extended-stay and full-service hotels.
| Acquirer: | Inland American Real Estate Trust, Inc.
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| Target: | Winston Hotels, Inc.
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| Payment per share: | $15.00
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| Announcement date: | April 3
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| Expected closing: | Third quarter of 2007
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| Stock price for target: | NYSE: WXH; $14.93 on April 2
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