CommonWealth REIT Issues Statement in Response to Corvex and Related
09 Abril 2013 - 11:25AM
Business Wire
CommonWealth REIT (NYSE: CWH) (“CommonWealth” or “the Company”)
today issued the following statement in response to the press
release issued on April 9, 2013 by Corvex Management LP and Related
Fund Management, LLC (together, “the Corvex/Related Group”):
As a Maryland real estate investment trust,
we appreciate the Maryland Legislature’s recent consideration of a
technical amendment to clarify the State’s Unsolicited Takeover
Act. We believe it would have been most efficient for the Maryland
Legislature, rather than the Courts, to clarify the intent of the
law. We are confident that CommonWealth would be protected by the
1999 Maryland Antitakeover Law, if the CommonWealth Board of
Trustees chooses to opt-in; however, consistent with its fiduciary
duty, the Board continues to evaluate its options.
At CommonWealth, we remain focused on
successfully executing on our business plan to enhance value for
all CommonWealth shareholders. Specifically, CommonWealth is
positioning itself to best capitalize on a rebound in the office
building real estate market by realigning the portfolio more
towards large Class A office properties in urban or CBD, locations
and away from suburban office and industrial properties; enhancing
CommonWealth's financial strength by taking actions to pay down
indebtedness.
As previously announced, the CommonWealth
Board of Trustees, in collaboration with its advisors, continues to
review both the Corvex/Related Group’s consent solicitation and the
proposals and demands outlined in its March 28, 2013 letter.
Consistent with its fiduciary duties, the CommonWealth Board of
Trustees will pursue the course of action that it believes is in
the best interests of CommonWealth and its shareholders.
The CommonWealth Board notes that, despite
having more than one month to secure and obtain debt or equity
financing to fund their purported offer from February 27, 2013, the
Corvex/Related Group does not appear to have done so prior to
making its latest purported offer. The CommonWealth Board also
notes that it is not surprised by the Corvex/Related Group’s
statements given their continued efforts to seize control of the
Company through their purported offer of $24.50 per share, which is
significantly lower than the approximately $40 to $55 per share
value they placed on CommonWealth as of February 25, 2013. Lastly,
the Board believes that removal of the entire CommonWealth Board of
Trustees would disrupt the continued successful execution of
Commonwealth’s strategic plan and only advance the interests of the
Corvex/Related Group at the expense of all CommonWealth
shareholders.
The Company, its Trustees and certain of its executive officers
and Reit Management & Research LLC and certain of its
directors, officers and employees may be deemed to be participants
in the solicitation of consent revocations from shareholders in
connection with the consent solicitation being conducted by the
Corvex/Related Group (the "Consent Solicitation"). On April 1,
2013, the Company filed a revised preliminary consent revocation
statement with the SEC in response to the Consent Solicitation. The
Company will furnish a definitive consent revocation statement to
its shareholders, together with a BLUE consent revocation card,
when they become available. SHAREHOLDERS ARE URGED TO READ THE
CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information
regarding the identity of these potential participants and their
direct or indirect interests, by share holdings or otherwise, is
set forth in the revised preliminary consent revocation statement
and other materials to be filed with the SEC in connection with the
Consent Solicitation.
Shareholders will be able to obtain, free of charge, copies of
the consent revocation statement and any other documents to be
filed by the Company with the SEC in connection with the Consent
Solicitation at the SEC's website (http://www.sec.gov), at the
Company's website (http://www.cwhreit.com) or by requesting
materials from the firm assisting the Company in the solicitation
of consent revocations, Innisfree M&A Incorporated, toll-free
at 877-750-5836.
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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