CommonWealth REIT Responds to Corvex/Related Record Date Request
18 Abril 2013 - 9:00AM
Business Wire
CommonWealth REIT (NYSE: CWH) today responded to a record date
request by Corvex Management LP (“Corvex”) and Related Fund
Management, LLC (“Related”, and together with Corvex
“Corvex/Related”) as follows:
On April 12, 2013, Corvex wrote to CWH to request the CWH Board
of Trustees to set a record date for shareholders entitled to
participate in a consent solicitation to remove all of CWH’s
Trustees without cause. In this Corvex letter to CWH and in public
statements by Corvex/Related since then, Corvex/Related have stated
that they believe the record date will be April 22, 2013 unless the
CWH Board sets a different date.
The CWH Declaration of Trust grants the Board of Trustees the
authority to set a record date, and the CWH Bylaws provide that the
CWH Board of Trustees shall fix a record date for a consent
solicitation within thirty (30) days after receiving a valid
request from shareholders. Corvex/Related are well aware of these
facts, yet are attempting to pretend that a record date has been
set ten (10) days after they made a request. CWH also believes that
the letter received from Corvex is not a valid record date request
because it is not accompanied by evidence that it is made by
shareholders who have owned at least 3% of CWH’s shares for at
least 3 years as required by CWH’s Bylaws, and because the
materials which accompany the Corvex letter do not state any cause
for the removal of CWH’s Trustees and otherwise do not comply with
CWH’s Declaration of Trust and Bylaws.
CWH believes Corvex/Related’s attempt to set a false record date
is part of their continued public posturing in an effort to force
CWH to enter negotiations for a sale to Corvex/Related at a price
which they admit is well below CWH’s true value. CWH continues to
believe that the interests of all its shareholders will be best
served by the continued implementation of CWH’s business plan to
focus upon the ownership and operation of high quality urban, or
central business district (CBD), office properties, to divest its
non-core suburban properties and other assets, and to repay
debt.
Corvex/Related have publicly stated that they intend to begin a
consent solicitation to remove the entire CWH Board by mailing a
consent solicitation statement to CWH shareholders. Corvex/Related
have also commenced litigation challenging certain aspects of CWH’s
Bylaws that define the timing of when the CWH Board may set a
record date for such a consent solicitation. No record date has
been set to determine which shareholders are entitled to
participate in the consent solicitation proposed by Corvex/Related.
No court or arbitration panel has ruled that Corvex/Related are
eligible to seek such consents. In the event Corvex/Related attempt
to solicit such consents, CWH shareholders are urged to take no
action on their request. CWH will distribute a consent revocation
statement disclosing facts relevant to these matters, if and when
it becomes appropriate to do so.
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 OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE
BASED UPON CWH’S CURRENT EXPECTATIONS BUT THEY ARE NOT GUARANTEED
TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME
REASONS BEYOND CWH’S CONTROL. FOR EXAMPLE
- THIS PRESS RELEASE STATES THAT THE CWH
BOARD OF TRUSTEES MAY ACT TO SET A RECORD DATE WITHIN THIRTY (30)
DAYS AFTER RECEIVING A VALID REQUEST FROM SHAREHOLDERS AND THAT
CORVEX HAS NOT SUBMITTED A VALID REQUEST FOR A RECORD DATE BECAUSE
CORVEX HAS NOT PROVIDED ANY EVIDENCE THAT ITS REQUEST HAS BEEN MADE
BY SHAREHOLDERS WHO HAVE HELD AT LEAST 3% OF CWH’S SHARES FOR AT
LEAST 3 YEARS AND BECAUSE THE MATERIALS PROVIDED BY CORVEX DO NOT
STATE ANY CAUSE FOR THE REMOVAL OF CWH’S TRUSTEES AND OTHERWISE DO
NOT COMPLY WITH CWH’S DECLARATION OF TRUST AND BYLAWS. AS NOTED IN
THIS PRESS RELEASE, CORVEX/RELATED HAVE COMMENCED LITIGATION
CHALLENGING CERTAIN ASPECTS OF CWH’S BYLAWS WHICH DEFINE WHEN
SHAREHOLDERS MAY SOLICIT CONSENT TO REMOVE CWH’S TRUSTEES AND WHEN
THE CWH BOARD MAY SET A RECORD DATE FOR SUCH A SOLICITATION. THE
RESULTS OF LITIGATION ARE DIFFICULT TO PREDICT AND CWH CANNOT
GUARANTEE THAT ITS LEGAL CONCLUSIONS WILL BE UPHELD OR WHAT THE
RESULTS OF THE PENDING LITIGATION MAY BE.
- THIS PRESS RELEASE STATES THAT CWH’S
BOARD HAS DETERMINED THAT THE INTERESTS OF CWH AND ITS SHAREHOLDERS
WILL BE BEST SERVED BY CONTINUED IMPLEMENTATION OF CWH’S CURRENT
BUSINESS PLAN. THE IMPLICATION OF THIS STATEMENT MAY BE THAT CWH
WILL SUCCESSFULLY IMPLEMENT ITS BUSINESS PLAN AND THAT, AS A
RESULT, CWH AND ITS SHAREHOLDERS WILL REALIZE GREATER VALUE THAN
PURSUING A SALE AT THIS TIME. MANY ELEMENTS OF CWH’S BUSINESS PLAN
REQUIRE THE PARTICIPATION OF THIRD PARTIES WHO ARE BEYOND CWH’S
CONTROL: DIVESTING NON-CORE PROPERTIES AND OTHER ASSETS REQUIRES
FINDING BUYERS FOR THESE PROPERTIES AND ASSETS AT ACCEPTABLE
PRICES; CONCENTRATING INVESTMENTS IN CBD OFFICE PROPERTIES MAY
REQUIRE THAT CWH LOCATE ADDITIONAL CBD PROPERTIES WHICH ARE
AVAILABLE FOR SALE AT REASONABLE PRICES; ETC. ALSO, MARKET
CONDITIONS BEYOND CWH’S CONTROL AND UNRELATED TO CWH’S ACTIVITIES
MAY ADVERSELY AFFECT THE VALUE CWH AND ITS SHAREHOLDERS MAY REALIZE
IN THE FUTURE. THE DECISION OF CWH’S BOARD TO CONTINUE ITS BUSINESS
PLAN AND NOT TO PURSUE A SALE IS BASED UPON THE BUSINESS JUDGMENT
OF CWH’S BOARD, BUT BUSINESS JUDGMENTS MAY BE MISTAKEN.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS
RELEASE. EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, CWH DOES NOT
INTEND TO UPDATE THE FORWARD LOOKING STATEMENTS IN THIS PRESS
RELEASE AS A RESULT OF NEW INFORMATION WHICH MAY COME TO ITS
ATTENTION.
CWH, its Trustees and certain of its executive offices 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 Corvex/Related and
certain of their affiliates (the “Consent Solicitation”). On April
1, 2013, the Company filed a revised preliminary consent revocation
statement with the Securities and Exchange Commission (the “SEC”)
in response to the Consent Solicitation. CWH 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 CWH 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 filed with the SEC 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 CWH with the SEC in connection with the Consent
Solicitation at the SEC’s website (http://www.sec.gov) at CWH’s
website (http://cwhreit.com) or by requesting materials from the
firm assisting CWH in the solicitation of consent revocations,
Innisfree M&A Incorporated, toll free at 1-877-750-5836.
A Maryland Real Estate 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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