An investigation on behalf of current investors Interstate Hotels & Resorts, Inc. (Public, NYSE:IHR), who purchased the IHR shares before December 18, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Interstate Hotels & Resorts, Inc. arising out of their attempt to sell Interstate Hotels & Resorts, Inc. (Public, NYSE:IHR) to Hotel Acquisition Company, LLC. On December 18, Interstate Hotels & Resorts (NYSE: IHR) announced that it has signed a definitive merger agreement to be acquired by Hotel Acquisition Company, LLC, a 50/50 joint venture between subsidiaries of Thayer Hotel Investors V-A LP, a private equity fund sponsored by Thayer Lodging Group, and Shanghai Jin Jiang International Hotels (Group) Company Limited in a transaction valued at approximately $307 million. Under the agreement, Hotel Acquisition Company, LLC would acquire all of the outstanding common stock and operating partnership units of Interstate for $2.25 per share in an all cash transaction. According to Interstate Hotels & Resorts board of directors has unanimously approved the merger agreement and the offer represents a premium of 77 percent over Interstate Hotels & Resorts's December 17, 2009 closing stock price.

But according to an investigation by a law firm the transaction appears to be unfair to current investors of Interstate Hotels & Resorts, Inc. (Public, NYSE:IHR) because the offer to purchase Interstate Hotels & Resorts, Inc. (IHR) appears opportunistically timed to take advantage of the current economic downturn and is grossly unfair, inadequate, and substantially below the fair or inherent value of IHR.

Shares of Interstate Hotels & Resorts, Inc. (IHR) traded at $2.20 per share after the announcement, and at $1.30 per share the day before the announcement. IHR shares reached almost $5 per share in 2008, traded in 2007 at almost $8 per share, and over $11 per share in 2006.

The investigation concerns whether the Interstate Hotels & Resorts, Inc. Board of Directors breach their fiduciary duties to Interstate Hotels & Resorts, Inc. (IHR) shareholders by agreeing to sell Interstate Hotels & Resorts, Inc. at an unfair price thereby harming Interstate Hotels & Resorts, Inc. and its shareholders, whether the directors of Interstate Hotels & Resorts, Inc. may have breached their fiduciary duties by not acting in Interstate Hotels & Resorts shareholders' best interests, and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Hotel Acquisition Company, LLC may be underpaying for Interstate Hotels & Resorts, Inc. , thus unlawfully harming IHR shareholders.

Interstate Hotels & Resorts, Inc., located in Arlington, VA, is a hotel real estate investor and an independent hotel management company. The Company has two operating segments: hotel ownership (through whole-ownership and joint ventures) and hotel management. Its hotel ownership segment includes the Companys wholly owned hotels and its minority interest investments in hotel properties. In its hotel management segment, the Company generates revenues from fees it receives for managing a portfolio of upscale, full-service and select-service hospitality properties. Interstate Hotels & Resorts, Inc. reported in 2007 Total Revenue of $80013million with a Net Income of $22.83million and in 2008 Total Revenue of $779.45million.