- InnVest Trustees presented nothing of substance to address Orange Capital's concerns.
- Notes overwhelming private and public support of unitholders for Orange Capital's plan to "Upgrade InnVest."
- Calls on Trustees to promptly hold a unitholder meeting to allow unitholders to express their will for change.
- Cautions Trustees against continued entrenchment tactics.
TORONTO, Feb. 13, 2014 /CNW/ - Orange Capital, LLC ("Orange Capital"), owner of approximately 10.3% of the outstanding units of InnVest Real Estate Investment Trust ("InnVest") (INN.UN:TSX), acknowledged that it met with two members of the InnVest Board of Trustees (the "Board") on February 10, 2014.
During that meeting, Orange Capital outlined its serious concerns with respect to InnVest's:
- Poor operating and financial performance;
- Lack of Trustee independence;
- Misalignment of interests between unitholders and InnVest's external manager, Westmont Hospitality Group ("Westmont"); and
- History of questionable corporate governance practices and entrenchment tactics.
Orange Capital also outlined its plan to transform InnVest into the premier hotel REIT in Canada for the benefit of all unitholders. Notwithstanding the Trustees' public comment that there were "constructive discussions" at the meeting, the InnVest Trustees presented nothing of substance to address any of Orange Capital's concerns.
Orange Capital is grateful for the overwhelming public and private support from other unitholders on its plan to "Upgrade InnVest." In light of that support, Orange Capital calls upon InnVest's independent Trustees to promptly hold a unitholder meeting to allow unitholders to express their will for change.
At the meeting, Orange Capital also reminded the Trustees that the Board has an obligation under InnVest's declaration of trust and common law to act honestly, in good faith, and in the best interests of InnVest and its unitholders. Orange Capital strongly cautioned the Trustees against taking any precipitous actions, including attempting to renew or extend Westmont's contract before its expiry, limiting InnVest's flexibility to make changes with respect to its agreements with Westmont, issuing InnVest units or other dilutive securities which could further entrench the Board or Westmont, or undertaking any asset acquisitions which could dilute unitholders.
Orange Capital invites unitholders to view its website www.upgrade-innvest.com outlining its perspectives on InnVest.
ABOUT ORANGE CAPITAL, LLC
Orange Capital is a value-oriented investor in event-driven securities. The firm allocates across the capital structure on an opportunistic basis. Orange Capital was co-founded in 2005 by Daniel Lewis and Russell Hoffman. Prior to founding the firm, Orange Capital's portfolio manager, Daniel Lewis, was a director with Citigroup's Global Special Situations Group.
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although Orange Capital has requisitioned the Board of InnVest to call a special meeting of unitholders (the "Requisitioned Meeting"), there is currently no record or meeting date set for such Requisitioned Meeting and unitholders are not being asked to execute a proxy in favour of Orange Capital's proposed nominees to the Board of InnVest. Orange Capital intends to file a dissident information circular in due course in compliance with applicable securities laws and InnVest's declaration of trust.
Notwithstanding the foregoing, Orange Capital is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
In connection therewith, certain information regarding the proposed Orange Capital nominees for election to the board of InnVest, as well as other information, has previously been provided in Orange Capital's press release dated February 4, 2014 under the sections entitled "Information Concerning the Nominees" and "Additional Information", which sections are incorporated by reference herein (the "Additional Information"). The press release containing the Additional Information, as well as this press release, have been filed by Orange Capital and are available for review under InnVest's SEDAR profile at www.sedar.com.
SOURCE: Orange Capital, LLC
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