In a letter sent Sunday to the Morgans board and reviewed by The Wall Street Journal, New York-based Rambleside Holdings said it would pay $507 million in cash to acquire the Hudson Hotel in New York and the Delano Hotel in Miami Beach, Fla.
The letter also said Rambleside is prepared to buy the whole company, but it didn't give any details on that offer. Morgans manages a dozen hotels and owns brands including Mondrian and Delano.
Rambleside holds about 4 percent of Morgans' stock, according to the letter.
Howard Lorber, chairman of the Morgans board, declined to comment on the letter in an interview Sunday but said, "We have a process, and we're looking to do the best thing for shareholders."
The Journal reported last month that Morgans and closely held SBE were in talks for a deal that would create a company managing 19 hotels in cities including Los Angeles, New York, Miami and London.
Like Morgans, shares of the combined company would be publicly traded, according to a person briefed on the negotiations. Nazarian, founder and chief executive officer of SBE, would be CEO of the resulting company, according to people familiar with the discussions. Morgans shareholders would get paid in stock in the new company as part of the deal.
Gregory Cohen, Rambleside's chief executive officer, said in the letter that a better way to maximize shareholder value would be to sell the hotels and the management company separately.
"It is our understanding that almost all of the major shareholders have communicated to the board, verbally and in writing, the lack of enthusiasm and disapproval of the reported potential transaction with SBE," Cohen wrote.
Nazarian declined to comment.
Rambleside may find its offer is a tough sell with the Morgans board. Kim Opiatowski, an analyst at APB Financial who follows Morgans, estimated the two hotels have a combined value of $641 million.
She added, however, that some Morgans shareholders have indicated to her they would prefer a deal that pays them cash.
In May 2014, Morgans said it had hired Morgan Stanley to run a review of strategic alternatives, including a possible sale of the company.
Potentially complicating any deal for Morgans is investor Ronald Burkle, whose preferred shares and warrants in the company give him the right to block a sale in certain circumstances.
Burkle would have a board seat in a combined Morgans-SBE, people familiar with the talks have said.
Rambleside is mostly an investor in rental properties, with a portfolio of more than 1,500 apartment units, according to its website. It has recently shown an activist streak, in June urging New York REIT, a $1.6 billion real-estate investment trust, to sell itself.