CommonWealth REIT Announces That Motions for Temporary Restraining Orders to Block Equity Offering Closing Have Been Denied
04 Março 2013 - 11:22PM
Business Wire
CommonWealth REIT (NYSE: CWH) today announced that rulings by
the United States District Court for the District of Massachusetts
issued after the market close today denied two separate motions
which sought to enjoin the closing of CommonWealth’s recent equity
offering. The motions had been filed by (i) Corvex Management LP
(“Corvex”) and Related Fund Management, LLC (“Related”) and (ii)
Delaware County Employees Retirement Fund (“Del-Co”). Among other
reasons for denying both motions, the court found that
Corvex/Related and Del-Co failed to meet their burden of showing
there was a likelihood that the claims asserted by them regarding
the share issuance would succeed.
The recent CommonWealth equity offering of 34,500,000 shares is
expected to close tomorrow, March 5, 2013.
CommonWealth REIT is a real estate investment trust, or REIT,
which primarily owns office properties located throughout the
United States. CommonWealth is headquartered in Newton, MA.
WARNING REGARDING
FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND THE FEDERAL SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH
AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”,
OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.
THESE FORWARD LOOKING STATEMENTS ARE BASED UPON COMMONWEALTH’S
PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS AND THE
IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED TO OCCUR. FOR
EXAMPLE:
- THIS PRESS RELEASE REFERS TO THE SALES
OF 34,500,000 SHARES IN THE EQUITY OFFERING. THE CLOSINGS OF THESE
SALES ARE SUBJECT TO VARIOUS CONDITIONS. IF THESE CONDITIONS ARE
NOT SATISFIED, THESE SALES MAY NOT CLOSE. IN ADDITION, LITIGATION
HAS BEEN COMMENCED AGAINST COMMONWEALTH SEEKING, AMONG OTHER
THINGS, TO RESCIND THE EQUITY OFFERING SHOULD IT BE COMPLETED.
THERE CAN BE NO ASSURANCE THAT THE EQUITY OFFERING WILL BE
CONSUMMATED, THAT IT WILL NOT BE DELAYED OR THAT THE TERMS WILL NOT
CHANGE.
- THIS PRESS RELEASE STATES THAT THE
MOTIONS IN THE DEL-CO ACTION AND RELATING TO THE CORVEX/RELATED
COMPLAINT HAVE BEEN DENIED. AN IMPLICATION OF THESE STATEMENTS MAY
BE THAT THE COURT PROCEEDINGS HAVE BEEN COMPLETED, OR THAT
COMMONWEALTH WILL PREVAIL IN THESE LITIGATIONS. BOTH OF THESE
LITIGATIONS AND OTHER LITIGATION BROUGHT OR WHICH MAY IN THE FUTURE
BE BROUGHT AGAINST COMMONWEALTH OR ITS TRUSTEES OR OFFICERS ASSERT
OR MAY ASSERT ADDITIONAL CLAIMS RELATED OR UNRELATED TO THE EQUITY
OFFERING, AND COMMONWEALTH CAN PROVIDE NO ASSURANCES REGARDING THE
FINAL OUTCOMES OF THESE LITIGATIONS. LITIGATIONS SOMETIMES PRODUCE
UNEXPECTED RESULTS AND THEY COULD BE COSTLY AND COULD DIVERT THE
TIME AND ATTENTION OF COMMONWEALTH’S MANAGEMENT FROM THE OPERATIONS
OF ITS BUSINESS.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the New York
Stock Exchange. No shareholder, Trustee or officer is personally
liable for any act or obligation of the Trust.
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