Board Unanimously Concludes TRT Holdings Proposals Not in the Best Interest of All Company Shareholders
NASHVILLE, Tenn.--(BUSINESS WIRE)--Dec. 2, 2008--Gaylord Entertainment Company ("Gaylord" or the "Company") announced
today that, after careful deliberation, the Company's Board of Directors
has rejected a set of proposals made by TRT Holdings, Inc. ("TRT"),
owner of Omni Hotels, to increase through open market purchases TRT's
ownership stake in Gaylord to up to 30 percent of the outstanding common
stock and replace three current members of the Company's Board of
Directors with TRT's designees.
TRT's proposals included the following elements:
-- TRT proposed that the Company's Board of Directors amend its
shareholders rights plan to increase the triggering percentage from 15
percent to 30 percent;
-- TRT proposed that the Company's Board of Directors approve its increase
in ownership percentage above 15 percent to eliminate the protections
provided by Section 203 of the Delaware General Corporation Law; and
-- TRT proposed that the Company would replace three members of its Board
of Directors with three designees of TRT, while maintaining the same
size Board of Directors.
The Board of Directors unanimously determined that the proposals made by
TRT contain no discernible economic or strategic advantage to the
Company and are not in the best interests of all Gaylord's shareholders
for the following reasons:
-- The Board believes that accepting the TRT proposals would give TRT
effective control over the Company's long-term corporate strategy
without a full and fair price being paid to all Gaylord shareholders;
and
-- The Board determined that the TRT proposal raises serious conflict of
interest issues because TRT owns the Omni Hotels chain, which competes
nationwide with the Company for meeting business and directly with the
Company's hotels in three of its four principal markets - Dallas/Fort
Worth, Orlando and Washington, D.C., - making TRT designees ill-suited
to meet the fiduciary duty of directors to act in the best interest of
all Gaylord shareholders and exposing the Company to the serious risk of
competitive harm.
Commenting on the Board's action, Colin V. Reed, the Company's Chairman
and Chief Executive Officer said, "When the Board of Directors adopted
the shareholder rights plan in August, its principal goal was to protect
the interest of all shareholders. In this regard, the rights plan has
had the intended effect." Reed continued, "Gaylord Entertainment Company
has a very compelling strategy focused on fulfilling the needs of
meeting planners, and we are committed to growing long-term value for
all of our shareholders. We are also committed to maintaining a
constructive dialogue with all our shareholders about this strategy."
The Company and its Board of Directors restated the Company's commitment
to executing its long-term business plan, maintaining its industry
leading position in the convention hotels segment while outperforming
its peer hospitality group.
About Gaylord Entertainment
Gaylord Entertainment (NYSE: GET), a leading hospitality and
entertainment company based in Nashville, Tenn., owns and operates
Gaylord Hotels (www.gaylordhotels.com),
its network of upscale, meetings-focused resorts, and the Grand Ole Opry
(www.opry.com),
the weekly showcase of country music's finest performers for more than
80 consecutive years. The Company's entertainment brands and properties
include the Radisson Hotel Opryland, Ryman Auditorium, General Jackson
Showboat, Gaylord Springs Golf Links, Wildhorse Saloon, and WSM-AM. For
more information about the Company, visit www.GaylordEntertainment.com.
This press release contains statements as to the Company's beliefs and
expectations of the outcome of future events that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
the statements made. These include the risks and uncertainties
associated with economic conditions affecting the hospitality business
generally, the timing of the opening of new hotel facilities, increased
costs and other risks associated with building and developing new hotel
facilities, the geographic concentration of our hotel properties,
business levels at the Company's hotels, our ability to successfully
operate our hotels and our ability to obtain financing for new
developments. Other factors that could cause operating and financial
results to differ are described in the filings made from time to time by
the Company with the Securities and Exchange Commission and include the
risk factors described in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2007. The Company does not undertake any
obligation to release publicly any revisions to forward-looking
statements made by it to reflect events or circumstances occurring after
the date hereof or the occurrence of unanticipated events.
CONTACT: Investor Relations:
Gaylord Entertainment
David Kloeppel, 615-316-6101
President and CFO
dkloeppel@gaylordentertainment.com
or
Mark Fioravanti, 615-316-6588
Senior Vice President and Treasurer
mfioravanti@gaylordentertainment.com
or
Rob Tanner, 615-316-6572
Director Investor Relations
rtanner@gaylordentertainment.com
or
Media:
Sloane & Company
Elliot Sloane, 212-446-1860
esloane@sloanepr.com
or
Josh Hochberg, 212-446-1892
jhochberg@sloanepr.com
or
Gaylord Entertainment
Brian Abrahamson, 615-316-6302
babrahamson@gaylordentertainment.com
Source: Gaylord Entertainment Company