ISS recommends that Extended Stay America shareholders vote for
CHARLOTTE, North Carolina, June 04, 2021 (GLOBE NEWSWIRE) – Extended Stay America, Inc. (“ESA”) and its twinned 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today announced that Institutional Shareholder Services Inc. (“ ISS ”), a leading independent proxy advisory firm, has rescinded its voting recommendation earlier.
It recommends that Extended Stay shareholders vote FOR the now amended and higher $ 20.50 per pair share acquisition agreement with a 50/50 joint venture between funds managed by Blackstone Real Estate Partners (“Blackstone”) and Starwood Capital Group (“Starwood Capital ”) During the extraordinary meetings of the shareholders of the company, which should be adjourned until June 11, 2021.
Doug Geoga, Chairman of the Board of the Company, said: “The recommendation from ISS is in line with our firm belief that this transaction is the right outcome for shareholders and provides superior value to our continued business as open society.
“In addition to the unanimous support of our boards of directors, we are also pleased to note that the transaction is now supported by a number of our major shareholders who had previously expressed their concerns. “
Bruce Haase, CEO and President of the company, added, “This is the best route for immediate and definite value creation for Extended Stay shareholders. “
The company also today highlighted the comment from sell-side research firm Jefferies, which said, “If the measure fails, the stock could temporarily trade in the 1
Extended Stay shareholders are reminded that their vote is extremely important, regardless of the number of shares they own. To follow the recommendations of ISS and the Company’s boards of directors, shareholders must vote “FOR” the proposal on WHITE proxy card today to approve the transaction and guarantee the sure, immediate and compelling cash value of $ 20.50 per matched share.
The amended merger agreement was unanimously approved by all ESA and ESH boards of directors. As previously announced, Special Meetings will be adjourned until June 11, 2021 at 8:30 a.m. Eastern Time (for ESA) and 9:30 a.m. Eastern Time (for ESH). Special Meetings will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM. The reference date for extraordinary meetings is April 19, 2021.
Shareholders who have already voted in favor of the transaction do not need to renew their vote. Proxies previously submitted will be voted on at special meetings unless they are duly revoked. Shareholders who have not yet voted or who wish to change their vote are encouraged to do so. Voting today by Internet, telephone or mail cancels any previously cast vote. Only the last proxy, internet or telephone vote to date counts. If you have any questions or need assistance in voting for your shares, please contact Okapi Partners LLC, our agent, immediately at (877) 629-6357 (toll free) or [email protected]
About the company
Extended Stay America, Inc. (“ESA”) and its Extended Stay America® brand is the leading brand in the mid-priced extended stay segment in the United States with 652 hotels. ESA’s subsidiary, ESH Hospitality, Inc., is North America’s largest accommodation REIT in terms of units and rooms, with 564 hotels and approximately 62,500 rooms in the United States. ESA also franchises 88 additional Extended Stay America® hotels. Visit www.esa.com for more information.
Additional information and where to find it
This communication may be regarded as a solicitation document regarding 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 final joint proxy statement and on June 3, 2021, the Companies filed with the SEC a supplement to the proxy statement. SHAREHOLDERS OF COMPANIES ARE ADVISED TO READ THE JOINT FINAL PROXY STATEMENT, SUPPLEMENT AND OTHER SOLICITATION DOCUMENTS THAT THE COMPANIES HAVE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors can obtain a free copy of the final joint proxy statement, supplement, and other relevant documents filed by the companies with the SEC on the SEC’s website at http: //www.sec. gov. The definitive joint proxy statement, supplement and other documents filed with the SEC can also be obtained free of charge from the Investor Relations section of the companies’ website (https://www.aboutstay.com/investor- relations) or by sending a request to the Companies at [email protected]
Certain statements contained in this document constitute “forward-looking statements” within the meaning of federal securities laws. All statements other than statements of historical fact included in this document may be forward-looking, including statements regarding, among other things, the ability of companies to meet their debt service obligations, future capital expenditures (including including future acquisitions and hotel renovation programs), their distribution policies, their development, growth and franchise opportunities, anticipated benefits or use of the proceeds from disposals, their plans, objectives, goals, beliefs , business strategies, business conditions, operating results, financial condition and business outlook, business trends and future events including the COVID-19 pandemic, its effects on the above, government actions taken in response to the COVID-19 pandemic COVID-19 and the actions companies have taken or are planning to take in response to the pandemic and its eff ets. When used in this document, the words “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “look forward to” and variations such words or similar phrases are intended to identify future forward-looking statements. Forward-looking statements are not historical facts and are based on current company expectations, beliefs, estimates and projections, as well as 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 realized, and actual results could differ materially from what is expressed or indicated by forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond the control of the Companies, that could cause their actual results to differ materially from the forward-looking statements contained in this communication. Potential risks and uncertainties include, among others, the possibility that Extended Stay America, Inc. may not be able to obtain the required shareholder approvals or that other conditions to complete the proposed mergers may not be met, so that the proposed mergers will not close or that closing may be delayed; general economic conditions; proposed mergers may result in unforeseen costs, liabilities or delays; the risks that the transaction will disrupt the current plans and operations of the Companies; the outcome of any legal proceedings relating to the proposed mergers; and the occurrence of any event, change or other circumstance that may result in the termination of the merger agreement. For more details on these and other potential risks and uncertainties, please refer to the final joint proxy statement and documents that 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 this document. Companies are not required to update forward-looking statements after the date of this document to conform with actual results, except as required by applicable law.
1 Permission to quote neither requested nor given.