ARLINGTON, Va.–(BUSINESS WIRE)–Chesapeake Lodging Trust (NYSE:CHSP) today announced that its board of
trustees has cancelled the Trust’s 2019 Annual Meeting of Shareholders
previously scheduled for June 19, 2019.
On May 6, 2019, the Trust announced that it entered into a definitive
merger agreement pursuant to which the Trust would merge with a
subsidiary of Park Hotels & Resorts Inc. (NYSE:PK). The merger is
subject to approval by the Trust’s shareholders and other customary
closing conditions and is expected to close in late third quarter or
early fourth quarter of 2019. The Trust expects that the current members
of its board of trustees will continue as trustees until the completion
of the merger. The Trust will publicly announce the date and time of the
special shareholders’ meeting to vote upon the proposed merger once it
is determined by the board of trustees.
ABOUT CHESAPEAKE LODGING TRUST
Chesapeake Lodging Trust is a self-advised lodging real estate
investment trust (REIT) focused on investments primarily in
upper-upscale hotels in major business and convention markets and, on a
selective basis, premium select-service hotels in urban settings or
unique locations in the United States. The Trust owns 20 hotels with an
aggregate of 6,288 rooms in eight states and the District of Columbia.
Additional information can be found on the Trust’s website at www.chesapeakelodgingtrust.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements generally include statements regarding the potential
transaction between Park and Chesapeake, including statements regarding
the expected timetable for completing the potential transaction. These
statements are often, but not always, made through the use of words or
phrases such as “believe,” “expect,” “anticipate,” “should,” “plan,”
“will,” “may,” “intend,” “estimate,” “aim,” “target,” “predict,”
“project,” “seek,” “would,” “could,” “continue,” “possible,” “potential”
and similar expressions. All such forward-looking statements are based
on current expectations of Park’s and Chesapeake’s management and
therefore involve estimates and assumptions that are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from the results expressed in the statements. Key
factors that could cause actual results to differ materially from those
projected in the forward-looking statements include the ability to
obtain the requisite approval of Chesapeake’s shareholders;
uncertainties as to the timing to consummate the potential transaction;
the risk that a condition to closing the potential transaction may not
be satisfied; the risk that regulatory approvals are not obtained or are
obtained subject to conditions that are not anticipated by the parties;
the effects of disruption to Park’s or Chesapeake’s respective
businesses; the effect of this communication on Park’s or Chesapeake’s
share prices; the effects of industry, market, economic, political or
regulatory conditions outside of Park’s or Chesapeake’s control;
transaction costs; Park’s ability to achieve the synergies and value
creation contemplated by the potential transaction; Park’s ability to
promptly, efficiently and effectively integrate acquired operations into
its own operations; and the diversion of management time on
transaction-related issues. Other factors are described in Park’s and
Chesapeake’s respective filings with the SEC, including Park’s and
Chesapeake’s most recent Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Park and Chesapeake assume
no obligation to update any forward-looking statements, except as
required by law. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO
FIND IT
In connection with the proposed transaction, Park intends to file with
the SEC a registration statement on Form S-4 that will include a proxy
statement of Chesapeake and also constitutes a prospectus of Park. Park
and Chesapeake also plan to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A
definitive proxy statement/prospectus will be sent to Chesapeake’s
shareholders. Investors may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
relevant documents filed by Park and Chesapeake with the SEC at the
SEC’s website at www.sec.gov.
Copies of the documents filed by Park with the SEC will be available
free of charge on Park’s website at http://www.pkhotelsandresorts.com
or by contacting Park’s Investor Relations at (571) 302-5591. Copies of
the documents filed by Chesapeake with the SEC will be available free of
charge on Chesapeake’s website at http://www.chesapeakelodgingtrust.com
or by contacting Chesapeake’s Investor Relations at (571) 349-9452.
Chesapeake and its respective trustees and executive officers and other
members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction.
Information about trustees and executive officers of Chesapeake is
available in the proxy statement for its 2019 Annual Meeting, which was
filed with the SEC on April 30, 2019. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials
filed with the SEC regarding the proposed transaction when they become
available. Investors should read the proxy statement/prospectus
carefully before making any voting or investment decisions when it
becomes available. Investors may obtain free copies of these documents
from Park or Chesapeake using the sources indicated above.
This communication and the information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Contacts
Douglas W. Vicari (571) 349-9452
