RICHMOND, Va.--(BUSINESS WIRE)--
Apple Hospitality REIT, Inc. (NYSE: APLE) (“Apple Hospitality”) and
Apple REIT Ten, Inc. (“Apple Ten,” and together with Apple Hospitality,
the “Companies,” or individually, a “Company”), each of which is a real
estate investment trust (“REIT”), announced today that their respective
shareholders have approved the previously announced merger transaction
proposals under which the Companies will combine to create one of the
largest upscale, select service lodging REITs in the industry. At a
special meeting held today, Apple Hospitality shareholders approved the
issuance of common shares to shareholders of Apple Ten pursuant to the
definitive merger agreement dated April 13, 2016, as amended.
Separately, at a special meeting held today, Apple Ten shareholders
approved the merger agreement, the related plan of merger, the merger
and the other transactions contemplated thereby. Approximately 93% of
Apple Hospitality’s common shares and 83% of Apple Ten’s units present
at the special meetings were voted in favor of the respective merger
transaction proposals.
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Subject to the satisfaction or waiver of the remaining conditions to
closing, the merger is expected to close on or about Thursday, September
1, 2016. As a result of the merger, each outstanding unit of Apple Ten
(consisting of one common share of Apple Ten and one Series A preferred
share of Apple Ten) would be exchanged for combined consideration of
$1.00 in cash and 0.522 Apple Hospitality common shares, and each Apple
Ten Series B convertible preferred share would receive the same
consideration on an as-converted basis. Following completion of the
merger, the common shares of Apple Hospitality will continue to trade
under the ticker symbol “APLE” on the New York Stock Exchange.
About Apple Hospitality REIT, Inc. and Apple REIT Ten, Inc.
Apple Hospitality REIT, Inc. (NYSE: APLE) is a publicly traded REIT that
owns one of the largest portfolios of upscale, select service hotels in
the United States. Apple REIT Ten, Inc. is a public REIT focused on the
ownership of income-producing real estate that generates attractive
returns for its shareholders. The Companies’ hotels are diversified
across the Hilton® and Marriott® families of brands with locations in
urban, high-end suburban and developing markets. The Apple Hospitality
portfolio consists of 180 hotels, with over 23,000 guestrooms in 32
states. The Apple Ten portfolio consists of 56 hotels, with over 7,200
guestrooms in 17 states. Additional information about the Companies can
be found online at www.applehospitalityreit.com
and www.applereitten.com.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are predictions and generally can be identified by use of
statements that include phrases such as “may,” “believe,” “expect,”
“anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,”
“should,” “will,” “predict,” “potential,” “likely,” or other words,
phrases or expressions of similar import. Such statements involve known
and unknown risks, uncertainties, and other factors which may cause the
actual results, performance, or achievements of Apple Hospitality or
Apple Ten to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, but are not limited to, the satisfaction or waiver
of the conditions in the merger agreement; the risk that the merger or
the other transactions contemplated by the merger agreement may not be
completed in the time frame expected by the parties or at all; the
ability of Apple Hospitality to effectively acquire and dispose of
properties; the ability of Apple Hospitality to successfully integrate
pending transactions and implement its operating strategy; changes in
general political, economic and competitive conditions and specific
market conditions; adverse changes in the real estate and real estate
capital markets; financing risks; the outcome of current and future
litigation, including any legal proceedings that have been or may be
instituted against Apple Hospitality, Apple Ten or others related to the
merger; regulatory proceedings or inquiries; and changes in laws or
regulations or interpretations of current laws and regulations that
impact Apple Hospitality’s or Apple Ten’s business, assets or
classification as a real estate investment trust. Although Apple
Hospitality and Apple Ten each believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, any of
the assumptions could be inaccurate, and therefore there can be no
assurance that such statements included in this press release will prove
to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by Apple
Hospitality, Apple Ten or any other person that the results or
conditions described in such statements or the objectives and plans of
Apple Hospitality or Apple Ten will be achieved. In addition, Apple
Hospitality’s and Apple Ten’s qualification as a real estate investment
trust involves the application of highly technical and complex
provisions of the Internal Revenue Code. Readers should carefully review
Apple Hospitality’s and Apple Ten’s financial statements and the notes
thereto, as well as the risk factors described in Apple Hospitality’s
and Apple Ten’s filings with the Securities and Exchange Commission
(“SEC”), including, but not limited to, in the section entitled “Item
1A. Risk Factors” in the Annual Report on Form 10-K filed by Apple
Hospitality with the SEC on February 25, 2016 and the Quarterly Report
on Form 10-Q filed by Apple Hospitality with the SEC on August 8, 2016 ,
and in the section entitled “Item 1A. Risk Factors” in the Annual Report
on Form 10-K filed by Apple Ten with the SEC on March 4, 2016 and the
Quarterly Report on Form 10-Q filed by Apple Ten with the SEC on August
9, 2016 . Any forward-looking statement speaks only as of the date of
this press release. Neither Apple Hospitality nor Apple Ten undertakes
any obligation to update or revise any forward-looking statements,
whether as a result of new information or developments, future events,
or otherwise, except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160831006419/en/
Apple Hospitality REIT, Inc. and Apple REIT Ten, Inc.
Kelly Clarke,
Vice President, Investor Relations
804-727-6321
kclarke@applereit.com
Source: Apple Hospitality REIT, Inc. and Apple REIT Ten, Inc.