CommonWealth REIT Comments on Corvex/Related Filing of Preliminary Solicitation Materials
03 Dezembro 2013 - 1:30PM
Business Wire
Corvex/Related are Attempting to Disrupt CWH’s
Business and Seize Control for Short Term Gain
CWH Board and Management Remain Focused on
Implementing Business Plan to Improve Portfolio
CWH Board and Management Committed to Creating
Value for All Shareholders
CommonWealth REIT (NYSE: CWH) (the “Company”) today issued the
following statement in response to the preliminary solicitation
materials filed earlier today by Corvex Management LP and Related
Fund Management, LLC (“Corvex/ Related”).
CWH believes that Corvex/Related intend to
solicit consents and proxies in another attempt to seize control of
the Company for short term gains, and that a wholesale removal,
without cause, of the entire CWH Board would materially harm CWH’s
business and operations. CWH’s Board and management intend to
vigorously defend CWH against Corvex/Related's hostile takeover
campaign and efforts to circumvent regular election processes. The
entire CWH Board and management remain focused on implementing our
strategic plan to reposition the Company's portfolio towards high
value office buildings located in urban and downtown locations and
dispose of suburban properties and other non-core assets.
Despite the disruption that Corvex/Related
has caused to CWH’s business and operations for the last ten
months, we have made good progress implementing our strategic plan.
Upon completion of the sale of all 85 non-core properties we
identified for sale during the last year, the large majority of
CWH’s portfolio will be located in higher value central business
district, or CBD, locations, which we believe will materially
increase value for all shareholders. In addition, after meeting
with many of our shareholders over the last few months, we have
committed to several corporate governance changes, including
amending our management agreement and increasing the size of our
Board. We have made significant progress implementing these
governance changes and expect to make additional announcements in
the near future.
The Board and management team have, and
continue to be, committed to creating and protecting shareholder
value. We are preparing CWH's preliminary revocation materials,
which will be filed with the Securities and Exchange Commission, of
SEC, in the near future. Our materials will provide
shareholders with the information they need to understand why we
believe the Corvex/Related hostile takeover is not in shareholders'
best interests. We urge shareholders to review these materials when
they are filed with the SEC.
WARNING REGARDING
FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES 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 PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT
GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS,
INCLUDING SOME REASONS BEYOND CWH’S CONTROL. FOR THESE REASONS,
AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE OR THEIR
IMPLICATIONS.
ADDITIONAL INFORMATION
REGARDING THE SOLICITATION
CWH, 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 revocations from shareholders in connection with
the solicitation being conducted by Corvex/Related (the
“Solicitation”). On February 25, 2013, CWH filed a proxy statement
with the Securities and Exchange Commission, or SEC, in connection
with the solicitation of proxies for its 2013 Annual Meeting and
intends to file a preliminary and definitive revocation statement
in response to the Solicitation. CWH will furnish a definitive
revocation statement to its shareholders, together with a WHITE
revocation card. SHAREHOLDERS ARE URGED TO READ THE 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 potential
participants and their direct or indirect interests, by share
holdings or otherwise, is set forth in the proxy statement for the
2013 Annual Meeting and will be set forth in the revocation
statement and other materials to be filed with the SEC in
connection with the Solicitation.
Shareholders will be able to obtain, free of charge, copies of
the revocation statement and any other documents to be filed by CWH
with the SEC in connection with the Solicitation at the SEC’s
website (http://www.sec.gov), at the Company’s website
(http://www.cwhreit.com) or by requesting materials from Timothy
Bonang, by phone at (617) 796-8222, or by mail at Two Newton Place,
255 Washington Street, Newton, MA 02458.
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.
Media Contacts:Joele FrankAndrew Siegel / Jonathan
Keener212-355-4449orInvestor Contact:Timothy A. Bonang,
617-796-8222Vice President, Investor Relationswww.cwhreit.com
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