NEWTON, Mass.--(BUSINESS WIRE)--
Hospitality Properties Trust (NYSE: HPT) today announced certain
governance changes as follows:
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The HPT Board has determined to amend HPT's shareholders' rights plan,
commonly known as a "poison pill", to accelerate its termination. This
plan had been scheduled to expire on May 15, 2017. As amended, this
plan will now expire December 31, 2013.
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The HPT Board has determined to recommend to shareholders that HPT's
Declaration of Trust be amended to eliminate the existing requirement
in the Declaration of Trust that HPT Trustees serve staggered three
year terms. The proposed amendment to HPT's Declaration of Trust will
be presented to HPT shareholders at HPT's next annual shareholders'
meeting in the spring of 2014. If this amendment is approved, HPT
Trustees will thereafter be elected for one year terms.
The foregoing governance changes were adopted by HPT's Board after
conversations with certain long term HPT shareholders and consideration
of the results of the voting at HPT's recently completed 2013 annual
shareholders' meeting.
Hospitality Properties Trust is a real estate investment trust which
owns 290 hotels and 185 travel centers located in 44 states, Puerto Rico
and Ontario, Canada.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
HPT'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO
OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS
THAT ARE BEYOND HPT'S CONTROL. FOR EXAMPLE:
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THIS PRESS RELEASE STATES THAT HPT'S BOARD HAS DETERMINED TO AMEND
HPT'S SHAREHOLDERS' RIGHTS PLAN TO EXPIRE ON DECEMBER 31, 2013. UNDER
APPLICABLE LAW, THE HPT BOARD OF TRUSTEES HAS THE POWER TO CREATE,
AMEND, EXTEND OR TERMINATE A SHAREHOLDERS' RIGHTS PLAN. ALTHOUGH HPT'S
BOARD HAS NO PRESENT INTENTION TO DO SO, IN THE FUTURE THE BOARD MAY
DECIDE TO EXTEND OR RE-INSTATE THE SHAREHOLDERS' RIGHTS PLAN BECAUSE
OF CHANGED CIRCUMSTANCES.
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THIS PRESS RELEASE STATES THAT HPT'S BOARD HAS DETERMINED TO RECOMMEND
TO SHAREHOLDERS THAT HPT'S DECLARATION OF TRUST BE AMENDED SO THAT
TRUSTEES MAY BE ELECTED FOR ONE YEAR TERMS. THIS AMENDMENT MAY NOT BE
APPROVED BY HPT SHAREHOLDERS. ALSO, IN CERTAIN CIRCUMSTANCES, THE
BOARD'S DETERMINATION MAY BE CHANGED OR APPLICABLE LAW OR NYSE LISTING
REQUIREMENTS, MAY REQUIRE THAT TRUSTEES SERVE TERMS LONGER THAN ONE
YEAR.
FOR THESE AND OTHER REASONS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE. EXCEPT
AS REQUIRED BY LAW, HPT DOES NOT INTEND TO PROVIDE UPDATES OF ITS
FORWARD LOOKING STATEMENTS BECAUSE OF FUTURE EVENTS OR CHANGED
CIRCUMSTANCES.
A Maryland Real Estate Investment Trust with transferable shares of
beneficial interest listed on the New York Stock Exchange.
No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
Hospitality Properties Trust
Timothy A. Bonang, Vice President,
Investor Relations
or
Carlynn Finn, Senior Manager, Investor
Relations
617-796-8232