JF Capital Advisors

Raleigh, NC, February 21, 2007

Winston Hotels (NYSE: WXH), a real estate investment trust and owner of premium limited-service, upscale extended-stay and full-service hotels, today announced that it has entered into a definitive agreement and plan of merger pursuant to which Wilbur Acquisition Holding Company, LLC has agreed to purchase 100% of the outstanding shares of common stock of the company. In the merger, each share of company common stock will be converted into the right to receive $14.10 in cash.

The company's board of directors, upon the recommendation of a special committee of its independent directors, unanimously approved the merger agreement and will recommend approval of the merger by the company's stockholders. The stockholders will be asked to vote on the proposed transaction at a special meeting that will be held on a date to be announced. The merger is expected to close in the second quarter of 2007, subject to receipt of stockholder approval and other customary closing conditions. Upon the closing of the transaction, shares of the company common stock will no longer be listed on the New York Stock Exchange or publicly-traded. The company does not expect the merger to affect the employees managing and overseeing the operations of the company's hotels.

"After careful consideration, we believe this transaction represents an attractive value to our shareholders," said Robert W. Winston III, chief executive officer. "Negotiations were conducted by a special committee of outside directors." Joseph V. Green, president and chief financial officer, added, "The company has gained significant momentum over the last several years with substantial upgrades to our portfolio and improvement in our operating results. This transaction validates those efforts. We believe that the timing is right to monetize the value the company has created for its shareholders."

Lehman Brothers Inc. acted as exclusive financial advisor and Wyrick Robbins Yates & Ponton LLP acted as counsel to the special committee of the company's board of directors. JF Capital Advisors LLC acted as financial advisor and Hunton & Williams LLP acted as counsel to the company. Merrill Lynch & Co. acted as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as counsel to the buyer. Acquisition financing is being provided by Merrill Lynch.

About Wilbur Acquisition Holding Company, LLC:

Wilbur Acquisition Holding Company, LLC is held by affiliates of Och-Ziff Real Estate and Norge Churchill, Inc. Och-Ziff Real Estate was co-founded by Och-Ziff Capital Management, a global institutional asset management firm, Stavros P. Galiotos and Steven E. Orbuch to make investments in real estate and real estate related assets. Messrs. Galiotos and Orbuch have invested over $3 billion in real estate assets including office, industrial, multifamily, senior housing, hotel, and retail properties within and outside the United States. Norge Churchill, Inc. is owned via investment vehicles by the clients of Acta Holding ASA. Acta Holding ASA is listed on the Oslo Stock Exchange and is an investment advisor which offers more than 300 savings and investment opportunities to the individual retail market and has approximately NOK 70 billion of assets under management for 73,000 clients. Acta has approximately 300 investment advisors at 49 offices in Norway and Sweden.

About Winston Hotels:

As of December 31, 2006, Winston Hotels owned or was invested in 53 hotel properties in 18 states, having an aggregate of 7,205 rooms. This included 44 wholly owned properties with an aggregate of 6,013 rooms, a 41.7% ownership interest in a joint venture that owned one hotel with 121 rooms, a 60% ownership interest in a joint venture that owned one hotel with 138 rooms, a 49% ownership interest in a joint venture that owned one hotel with 118 rooms, a 48.78% ownership interest in a joint venture that owned one hotel with 147 rooms, a 13.05% ownership interest in a joint venture that owned four hotels with an aggregate of 545 rooms, and a 0.21% ownership interest in a joint venture that owned one hotel with 123 rooms for which substantially all of the profit or loss generated by the joint venture is allocated to the company. As of December 31, 2006, the company also had $52.1 million in loan receivables from owners of several hotels. The company does not hold an ownership interest in any of the hotels for which it has provided debt financing. For more information on Winston Hotels, please visit the company's Web site at www.winstonhotels.com.

About JF Capital Advisors:

JF Capital Advisors, headquartered in New York City, is a hospitality investment and advisory firm. Prior to founding JF Capital Advisors, Jonathan Falik was a Vice President in the Real Estate Investment Banking division of Bear Stearns & Co. Inc. Together with Joe Weinberger, the principals of JF Capital Advisors have completed over $10 billion of mergers and acquisitions and capital markets transactions in the hospitality sector.