Pebblebrook has spent almost half a year in pursuit of LaSalle, announcing its first all-stock bid in March. The company will exchange 0.92 common share for each LaSalle share, and LaSalle stockholders will have the option of receiving $37.80 a share in cash for as much as 30 percent of the deal. Blackstone thus walked away with a $112 million breakup fee.
In June, LaSalle accepted an all-cash Blackstone offer at $33.50 per share, which valued the company at over $3.7 billion (3.2 billion euros).
Then, Pebblebrook made two competing offers, the last at $37.80, but with a significant equity component that led LaSalle to continue to recommend Blackstone’s cash offer.
On September 6, LaSalle said that it rejected the $33.50-a-share all-cash takeover offer from Blackstone, determining that the competing bid from Pebblebrook was a superior proposal.
"We are very pleased to have reached an agreement to bring Pebblebrook and LaSalle together in a strategic combination that represents a terrific value-maximizing opportunity for both LaSalle and Pebblebrook shareholders," said Jon Bortz, Pebblebrook Chief Executive Officer.
LaSalle will sell three of its hotels as part of the agreement with Pebblebrook. After the sale, the combined company will have 66 hotels and resorts.
Jon Bortz will continue as chairman, president and CEO of Pebblebrook after the takeover.
Late last week, two prominent shareholder-advisory firms - Institutional Shareholder Services Inc. and Glass, Lewis & Co. - issued reports recommending that LaSalle shareholders oppose Blackstone’s all-cash offer, arguing that Pebblebrook’s bid was superior.
HG Vora Capital Management LLC, which owned 9.1% of LaSalle’s shares when the Blackstone offer was accepted, also has said that it plans to vote against the deal because it doesn’t maximize value for shareholders.
On November 27, LaSalle Properties shareholders voted in favour of the previously announced merger with Pebblebrook Hotel Trust.
Michael D. Barnello, President and Chief Executive Officer of LaSalle Hotel Properties, said, “We thank the LaSalle shareholders for their support of this combination. We look forward to continuing to work closely with Pebblebrook to quickly bring this transaction to a close.”