WAVERLY GROUP TO PURCHASE MIDWEST LODGING PROPERTIES
WAVERLY GROUP TO PURCHASE MIDWEST LODGING PROPERTIES BELLEVUE, Wash., Feb. 28 /PRNewswire/ -- The Waverly Group Inc.
(OTC Pink Sheets), a Bellevue company, announced today that it has entered into an agreement to purchase Midwest Lodging Properties, which owns or controls 14 hotel properties totalling 1,912 rooms. J.A. Ray Neel, president and chairman of the board of Waverly, stated that the company estimates the fair market value of the properties to be in excess of $59,000,000, with a net equity in excess of $20,000,000, and that they had gross annual revenues of $23,267,379 in 1991.
The closing for acquisition of Midwest is scheduled to occur on or before March 31. Midwest is being purchased with cash and Waverly stock. The purchase price will be equal to the net equity in its properties determined by subtracting the outstanding debt on the properties from the fair market value. Waverly has the right to verify the purchase price using an independent auditor. In the event the independent auditor concludes that the net equity in the properties is 5 percent below the initially agreed-upon purchase price, Waverly has the option to adjust the purchase price to the lower figure. The seller, however, has the right to withdraw from the transaction unless it agrees to the purchase price as adjusted. Upon closing of the transaction, Midwest Lodging Properties will become a wholly owned subsidiary of Waverly. According to the terms of the purchase agreement, Midwest will remain a subsidiary until certain additional contingencies are met under terms of the contract on or before Sept. 15. On satisfaction of the contingencies, Waverly may elect to merge Midwest into Waverly. If the contingencies are not met prior to the Sept. 15 date, Midwest has the option of acquiring a majority interest in Waverly with no additional consideration or to rescind the acquisition of Midwest. Upon closing of the transaction, it is Waverly's intent to file a Post-Effective Amendment with the Securities and Exchange Commission (SEC) for its Form S-18 registration statement. The Post-Effective Amendment is intended to meet the requirements for bringing information about the company and its SEC filings current in order to cover possible exercise of Class A and Class B warrants which were previously issued by the company. The warrants are set to expire on June 30. In announcing the acquisition, Neel stated that he felt that with the injection of the Midwest Lodging Properties and its assets, which equate to over $1.10 per share, into Waverly, it gives the company a strong asset base with significant cash flows. He stated it is the company's intention to continue acquisition of assets and to develop a continuing strong growth pattern. The Waverly Group Inc. is a public company whose shares are traded in the national over-the-counter market. Prices for shares are quoted in the "pink sheets" under the symbol WVEG. -0- 2/28/92 /CONTACT: Ray Neel of The Waverly Group, 206-646-6710/ CO: The Waverly Group Inc.; Midwest Lodging Properties ST: Washington IN: LEI SU: TNM
SC-JH -- SE001 -- 3590 02/28/92 09:00 EST
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|Date:||Feb 28, 1992|
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