Lightstone Value Plus REIT II (LVPR) SC 14D9/A Tender offer solicitation (amended)

Exhibit (a)(1)

  1985 Cedar Bridge Avenue, Suite 1
Lakewood, New Jersey 08701
lightstronegroup.com

November 28, 2023

Dear Stockholder,

West 4 Capital LP and certain of its affiliates (“West 4”) have commenced an unsolicited offer (the “West 4 Offer”) to purchase up to 860,000 shares of common stock (the “Shares”) of Lightstone Value Plus REIT II, Inc (the “Company”) at a price equal to $5.51 per Share in cash. The West 4 Offer expires December 29, 2023, unless extended. Please note that West 4 is not affiliated with the Company or its advisor.

In response to the West 4 Offer and to deter West 4 and other potential future bidders that may try to exploit the illiquidity of the Shares and acquire them from stockholders at prices substantially below their most recently published estimated per-share net asset value (“NAV per Share”), the Company is commencing a tender offer (the “Company Offer”) for up to 860,000 Shares at a price of  $6.00 per Share. The Company Offer expires December 29, 2023, unless extended. The Company Offer is at a higher price than the West 4 Offer.

The Company’s board of directors (the “Board”) has evaluated the terms of both offers and notes that, although the Company Offer is 9% higher than the West 4 Offer, the price in both offers is substantially below the most recently published estimated NAV per Share of $10.12 as of December 22, 2022, as approved by the Board: the West 4 Offer price is 46% less and the Company Offer price is 41% less than the estimated NAV per Share. For a full description of the methodologies and assumptions, as well as certain qualifications, used to determine the estimated values of the Company’s assets and liabilities in connection with the calculation of its NAV per Share of $10.12, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 29, 2023. Please note that the Company’s most recently published estimated NAV per Share of $10.12 is as of December 31, 2022 and was calculated as of a specific date. Accordingly, the value of the Shares may fluctuate over time in response to developments related to individual assets in the portfolio and the management of those assets and in response to the real estate and capital markets. These risks have not been priced into the Company’s estimated NAV per Share of $10.12. There is no assurance of the extent to which the most current estimated valuation should be relied upon for any purpose after its effective date,

Although the Company Offer is superior to the West 4 Offer, the Board unanimously recommends that stockholders DO NOT tender their shares pursuant to the Company Offer or the lower West 4 Offer.

If you do not wish to tender shares in the Company Offer or the West 4 Offer, simply do not respond.

The Board notes that each stockholder must evaluate whether to tender his or her shares only after a review of the West 4 Offer and the Company Offer and the various factors discussed or noted in the Offer to Purchase. In doing so, the Company encourages you to read carefully the Offer to Purchase, the Letter of Transmittal and other materials relating to the Company Offer and enclosed herewith. These materials also contain information as to how to properly tender your shares in the Company Offer.

Unless extended or withdrawn, the Company Offer will expire at 11:59 p.m., Eastern Time on December 29, 2023. Upon expiration, payment for the shares accepted for purchase in the Company Offer will occur promptly in accordance with applicable law. Questions and requests for assistance or requests for additional copies of the Offer to Purchase, the Letter of Transmittal and other related materials may be directed to the Company’s Investor Relations department by calling (844) 808-7348. The Company will promptly furnish to stockholders additional copies of the materials at its own expense.

We appreciate your trust in the Company and the Board and thank you for your continued support.

Sincerely,

David Lichtenstein

Chairman and Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements

The foregoing includes forward-looking statements. These statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Such statements are subject to known and unknown risks and uncertainties which could cause actual results to differ materially from those contemplated by such forward-looking statements. The Company makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements. These statements are based on a number of assumptions involving the judgment of management.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. These statements are not guarantees of future performance and the Company cautions the stockholders not to place undue reliance on forward-looking statements, which reflect the Company’s management’s and/or the advisor’s view only as of the date of this communication. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions the occurrence of unanticipated events or changes to future operating results, except as required by applicable law. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors. In particular, these statements are subject to the risk that the future NAV per share is not higher than the current NAV per share and the Self-Tender Offer is oversubscribed. In addition these statements also depend on other factors, including but not limited to the following: • market and economic challenges experienced by the U.S. and global economies or real estate industry as a whole and the local economic conditions in the markets in which the Company’s investments are located. Additionally, the Company’s business and financial performance may be adversely affected by current and future economic and other conditions; such as inflation, recession, political upheaval or uncertainty, terrorism and acts of war, natural and man-made disasters, cybercrime, and outbreaks of contagious diseases; • the availability of cash flow from operating activities for distributions, if required to maintain our status as a real estate investment trust, or REIT; • conflicts of interest arising out of the Company’s relationships with its advisor and its affiliates; • the Company’s ability to retain its executive officers and other key individuals who provide advisory and property management services to it; • the Company’s level of debt and the terms and limitations imposed by its debt agreements; • the availability of credit generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions and requirements of that debt; • the Company’s ability to make accretive investments; • the Company’s ability to diversify its portfolio of assets; • changes in market factors that could impact the Company’s rental rates and operating costs; • the Company’s ability to secure leases at favorable rental rates; • the Company’s ability to sell its assets at a price and on a timeline consistent with its investment objectives; • impairment charges; • unfavorable changes in laws or regulations impacting the Company’s business, its assets or key relationships; and • factors that could affect the Company’s ability to qualify as a real estate investment trust.

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