•InnVest Trustees presented nothing of substance to address Orange
•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
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
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
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