[LODGIAN LETTERHEAD]
LODGIAN RECEIVES SALE PROPOSAL; POSTPONES ANNUAL SHAREHOLDER MEETING
Thursday, October 12, 2000 03:30 AM
ATLANTA, Oct. 12 Lodgian, Inc. (NYSE: LOD) announced today that it has postponed
its annual shareholder meeting, scheduled for today, until Friday, October 20,
2000, in order to give shareholders the opportunity to consider important
information relating to the board's receipt of a sale proposal.
Whitehall Street Real Estate Limited Partnership XIII and Whitehall Parallel
Real Estate Limited Partnership XIII ("Whitehall") have made a proposal to the
Lodgian board to acquire all of the outstanding shares of the Company for a cash
purchase price of $4.50 per share, subject to certain adjustments and Lodgian's
right to terminate the transaction if the consideration to be paid to
shareholders is less than $4.00 per share. Whitehall is the most recent real
estate investment fund sponsored by Goldman, Sachs & Co. The final terms of the
transaction must be approved by the Company's board of directors and would be
submitted to a shareholder vote.
Lodgian also announced that it has granted Whitehall an exclusive period of 60
days to conduct confirmatory due diligence and negotiate definitive agreements
for the transaction. If at the end of the due diligence period, the Company and
Whitehall have not entered into definitive agreements for the transaction,
Lodgian will reimburse Whitehall the expenses it incurs in connection with
evaluating and pursuing the transaction, up to a maximum of $3,500,000.
Robert S. Cole, chief executive officer of Lodgian, said, "As we have previously
communicated, a sale of the Company would be a strategic move that is consistent
with our goal of maximizing shareholder value."
On January 12, 2000, Lodgian announced that it had engaged Morgan Stanley Dean
Witter to assist its board of directors in the exploration of strategic
alternatives for the purpose of maximizing shareholder value. Morgan Stanley
Dean Witter will continue to advise the Company throughout the sale process.
About Lodgian
Lodgian, Inc. owns or manages a portfolio of 117 hotels with approximately
21,700 rooms in 32 states and Canada. The hotels are primarily full service,
providing food and beverage service, as well as meeting facilities.
Substantially all of Lodgian's hotels are affiliated with nationally recognized
hospitality brands such as Holiday Inn, Crowne Plaza, Marriott, Sheraton,
Hilton, Doubletree and Westin.
Lodgian's common shares are listed on the New York Stock Exchange under the
symbol "LOD". Lodgian is a component of both the Russell 2000(R) Index,
representing small cap stocks, and the Russell 3000(R) Index, representing the
broader market.
Forward-Looking Statements
Note: Statements in this press release that are not strictly historical
are "forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward-
looking statements involve known and unknown risks, which may cause the
Company's actual results in the future to differ materially from expected
results. These risks include, among others, the termination of the letter of
intent, competition within the lodging and contract service industries; the
relationship between supply and demand for hotel rooms; the effects of economic
conditions; issues associated with the ongoing integration of the former
Servico, Inc. and Impac Hotel Group, LLC; the acquisition and renovation of
existing hotels and the development of new hotels; operating risks; the cyclical
nature of the lodging industry; risks associated with the dependence on
franchisers of the Company's lodging properties; and the availability of capital
to finance planned growth, as described in the Company's filings with the
Securities and Exchange Commission.
For more information on Lodgian toll-free via fax, dial 1-800-PRO-INFO
(1-800-776-4636), follow the voice menu prompts and enter the company ticker LOD
(or 563) or visit the Lodgian page on the FRB web site at www.frbinc.com Visit
Lodgian at www.lodgian.com
SOURCE Lodgian, Inc.
CONTACT: Robert Cole, Chief Executive Officer, 404-365-3800,
or [email protected], or Thomas Eppich, Chief Financial Officer, 404-365-4469,
or [email protected], both of Lodgian; or Leslie Hunziker General Information,
312-640-6760, or [email protected], or Georganne Palffy, analysts-
investors, 312-640-6768, or [email protected], both of Financial Relations
Board-BSMG
