Press Release
October 20, 2000
FT. MITCHELL, KY -- Edgecliff Holdings, LLC announced yesterday that, after reviewing another midnight press release
issued by Lodgian, Inc. (NYSE: LOD), it remains unconvinced that Lodgian is committed to a fair process for the
sale of the company. William J. Yung, President of Edgecliff, said ``Lodgian cannot claim that it is treating us
fairly when, before even talking to us, it has already agreed to grant a 60-day exclusive due diligence period
to another bidder, to reimburse that bidder's expenses, and to grant that bidder an exclusive five-day right to
match any offer we make before Lodgian can even `consider' our offer. In addition, Lodgian is not telling its stockholders
that under its agreement with Whitehall, Lodgian cannot actively negotiate a definitive agreement with us, even
if Lodgian's Board determines that our offer is a `superior offer' and Whitehall fails to match our offer, until
Whitehall's exclusive 60-day due diligence period ends. While our nominees for election to Lodgian's Board are
committed to a fair process, Lodgian's current Board seems only to be concerned with the appearance of fairness.''
Edgecliff also reported that following Lodgian's October 12 announcement that it had received Whitehall's non-binding
acquisition proposal and had entered into an exclusivity agreement with Whitehall, Institutional Shareholder Services
(ISS), a leading independent proxy advisory firm, reaffirmed its recommendation that Lodgian stockholders vote
for Edgecliff's nominees at the Lodgian's 2000 annual meeting of stockholders by using Edgecliff's GREEN proxy
card. Mr. Yung said, ``We are gratified that our nominees have the continued support of an independent advisory
firm like ISS, and hope that all stockholders will follow ISS's recommendation as they cast their votes.''
Commenting on the timing of Lodgian's press release, Mr. Yung said, ``Once again, the company has issued a statement
in the middle of the night and with little time for us to respond prior to the annual stockholder meeting. As of
9:30 a.m. today, we have yet to receive Lodgian's letter or the form of confidentiality agreement that the company
is demanding we sign. Nevertheless, our advisors intend to contact their advisors to negotiate such an agreement,
including a reasonable `standstill provision.' However, we strongly believe that any standstill provision must
clearly protect the right of Lodgian's stockholders to receive the maximum price available for their shares.''
Mr. Yung also stated, ``We reject Lodgian's claim that we must comply with the restrictions set forth in Lodgian's
agreement with Whitehall in order for Lodgian to be able to deal with us. We believe that Lodgian's current Board
has breached its fiduciary duties by entering into the Whitehall agreement, and that the Whitehall agreement is
null and void.''
Lodgian stockholders can vote for Edgecliff's nominees by submitting Edgecliff's GREEN proxy card or by voting
in person at Lodgian's annual meeting. Stockholders who have previously submitted a WHITE proxy card for management's
nominees may vote in favor of the Edgecliff nominees by submitting a later-dated GREEN proxy card. Stockholders
who have any questions as to how to vote their shares or who wish to obtain a new proxy card should contact Edgecliff's
proxy solicitor, MacKenzie Partners, Inc., at 212-929-5500 or toll free at 800-322-2885.
--------------------------------------------
Contact:
Edgecliff Holdings, LLC
Joseph E. Marquet, 859/578-1100
or
MacKenzie Partners, Inc.
Robert C. Marese, 212/929-5500