Bruce Haase, CEO and President of the Company said, “I believe this revised offer from Blackstone and Starwood Capital reflects a uniquely compelling value proposition for our shareholders and is superior to any viable alternative for the Company.”
Tyler Henritze, Head of Acquisitions Americas for Blackstone Real Estate said, “We are pleased that the revised offer and merger agreement have been approved by every director of ESA and ESH’s boards. Pending shareholder approval of this best and final offer, we look forward to closing the transaction in mid-June.”
Barry Sternlicht, CEO of Starwood Capital, stated, “This revised offer allows STAY shareholders to recognize significant value for their shares. We are grateful for the Boards’ unanimous support and look forward to gaining that support from STAY shareholders as well.”
Special Meeting Timing
In order to ensure STAY shareholders have sufficient time to consider the amended merger agreement, the Special Meetings of the Shareholders of the Company scheduled for June 8, 2021 will be convened and then adjourned. The ESA Special Meeting will be reconvened on June 11, 2021, at 8:30 a.m., Eastern Time, and the ESH Special Meeting will be reconvened on June 11, 2021, at 9:30 a.m., Eastern Time. The reconvened Special Meetings will be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/STAY2021SM. The record date for the Special Meetings will remain April 19, 2021.
The transaction has received all regulatory approvals and is on track to close on June 16, 2021 pending shareholder approval at the reconvened Special Meetings on June 11, 2021. The Company’s boards of directors both unanimously recommend that STAY shareholders vote to approve the transaction at the reconvened Special Meetings of Shareholders.
Special Dividend
As required under the terms of the Company’s definitive merger agreement, the Board of Directors of ESA intends to declare a special cash dividend of $1.75 per share of common stock of ESA payable immediately before the effective time of the proposed mergers to holders of record as of the close of business on the day before the date on which the effective time will occur. If (but only if) the merger agreement, as amended, is approved by the STAY shareholders on June 11, 2021 at the reconvened Special Meetings of the Company and the other conditions to the closing are satisfied and waived, the special cash dividend will be payable on June 16, 2021, to holders of record of ESA common stock as of the close of business on June 15, 2021, and the merger effective time will occur immediately after on June 16, 2021.
Company shareholders who hold their paired shares of common stock on the record date for the special cash dividend and through the effective time of the merger will be entitled to receive an aggregate of $20.50 in cash, consisting of the $1.75 special cash dividend and merger consideration which, as reduced by the $1.75 special cash dividend, is comprised of $10.40 per share of ESA common stock and $8.35 per share of Class B common stock of ESH.
Whether or not STAY shareholders attend the reconvened Special Meetings, both STAY boards urge all Company shareholders to vote “FOR” the proposed mergers by voting your WHITE proxy card today, either by internet, telephone or mail. Shareholders who have already voted do not need to recast their votes unless they wish to change their votes. Proxies previously submitted will be voted at the reconvened 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.