CommonWealth REIT Files Investor Presentation Comparing CWH’s Value Creating, Long Term Strategy with Related/Corvex’s Sh...
28 Fevereiro 2014 - 10:00AM
Business Wire
CWH’s Business Plan is Designed to Create
Long Term Value and It is Producing Strong ResultsCWH’s
Fourth Quarter Results Prove the Business Plan is
WorkingSays Related/Corvex’s Reckless Proposal is Not
Credible and May Destroy Shareholder ValueCWH Urges
Shareholders to Vote the WHITE Consent
Revocation Card Today
CommonWealth REIT (NYSE:CWH) today announced that it has made
available to shareholders an investor presentation on the Company’s
website at www.cwhreit.com. The presentation will also be filed
with the U.S. Securities and Exchange Commission (“SEC”) and will
be available on the SEC’s website at www.sec.gov.
The presentation outlines the clear differences between the
business plan being successfully executed by the CWH Board and
management and the scheme for CWH proposed by Related Fund
Management, LLC and Corvex Management LP (“Related/Corvex”). The
CWH Board and management are focused on delivering superior results
for all shareholders, as evidenced by CWH’s recently announced
fourth quarter results that exceeded expectations on most financial
and operating metrics. In contrast, Related/Corvex are attempting
to take control of CWH without paying shareholders anything for
that control. We also believe the Related/Corvex scheme would place
CWH’s common stock dividend and investment grade debt ratings at
risk. The CWH Board and management believe that the continued
execution of the Company’s business strategy is in shareholders’
best interests for the following reasons:
- The CWH Board and management team
remain focused on creating long term value for all CWH
shareholders. The successful repositioning of CWH’s portfolio
to high quality central business district (CBD) office properties
is nearly complete. This strategy is generating significant
shareholder value and the successful execution of the business plan
has resulted in operating outperformance compared to CWH’s
peers.
- CWH’s recent results prove that the
Board and management team’s business plan is working. CWH
recently announced fourth quarter results that exceeded
expectations on most financial and operating metrics, with
improving Normalized FFO per share, leasing activity and same
property results.
- Now that the CWH business plan is
generating real value for shareholders, we believe Related/Corvex
are attempting to take control of CWH for short term profits and
without paying anything to shareholders. The portfolio
repositioning that began several years ago is expected to be
completed in 2014, at which time approximately two-thirds of CWH’s
cash flows will come from high quality CBD office properties.
Because of the actions taken by the Board and management during the
last several years, we believe CWH is better positioned than many
of its peers to benefit from improvements to the economy and the
office market in 2014 and 2015.
- We believe Related/Corvex’s scheme
for CWH is focused on the short term at the expense of long term
shareholder value. Related/Corvex's proposal for CWH appears to
be centered around selling the Company’s best performing assets,
increasing debt leverage, investing in CWH’s most challenged assets
and buying back stock. We believe this would put at risk CWH’s
common stock dividend and investment grade debt ratings, two
criteria typically valued by REIT investors. Shareholders also
should keep in mind that Related/Corvex do not disclose the
assumptions underlying their financial analysis and projections,
which they admit are “subject to significant risk and
contingencies.”
- Sam Zell was recently recruited to
join the Related/Corvex campaign with a $17 million signing
bonus. Sam Zell also bought and sold 192,158 CWH common shares
just prior to joining the Related/Corvex campaign and, in our view,
the reasons and timing for these trades have not been adequately
disclosed. We believe Sam Zell’s actions raise serious questions
about his motivations for joining Related/Corvex.
- Related/Corvex’s proposal is not
credible because of Related’s abysmal track record of controlling
publicly traded real estate companies. Both times Related has
controlled publicly traded real estate companies, Related has
benefited while shareholders have suffered major losses.
Adam Portnoy, Managing Trustee and President of CWH, made the
following statement regarding today’s announcement:
“The Board and management strongly believe
that the continued execution of the Company’s business strategy is
in the best interests of all CWH shareholders and the scheme put
forward by Related/Corvex is the wrong path forward. As evidenced
by our strong fourth quarter results, CWH’s plan is creating real
value for all shareholders. In contrast, we believe the
Related/Corvex proposal puts CWH’s common stock dividend and
investment grade debt ratings at risk and has the potential to
destroy shareholder value.
“CWH shareholders are reminded that their
vote is important, no matter how many or how few shares they own.
We urge all shareholders to protect their investment by using the
WHITE consent revocation card.
Please do not return or otherwise vote any gold card sent to you by
Related/Corvex, as we believe their unprecedented strategy to
remove the entire CWH Board by written consent, and without cause,
could destroy shareholder value.”
CommonWealth REIT is a real estate investment trust that
primarily owns office properties located throughout the United
States. CWH is headquartered in Newton, MA.
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.
ADDITIONAL INFORMATION
REGARDING THE CONSENT 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 consent revocations from shareholders in connection
with the solicitation being conducted by Related/Corvex. On January
29, 2014, CWH filed a definitive consent revocation statement with
the SEC in response to the Related/Corvex solicitation and has
mailed the definitive consent revocation statement and form of
WHITE consent revocation card to each shareholder entitled to
deliver a written revocation in connection with the consent
solicitation. SHAREHOLDERS ARE URGED TO READ THE CONSENT REVOCATION
STATEMENT FILED WITH THE SEC, AND ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT CWH MAY FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of the
potential participants and their direct or indirect interests, by
share holdings or otherwise, is set forth in the definitive consent
revocation statement filed by CWH with the SEC in connection with
the solicitation of revocations of consents.
Shareholders may obtain free of charge copies of the definitive
consent revocation statement and any other documents filed by CWH
with the SEC in connection with the Related/Corvex solicitation at
the SEC’s website (http://sec.gov), at CWH’s website
(http://cwhreit.com) or by requesting these materials from Timothy
Bonang, by phone at (617) 796-8222, or by mail at Two Newton Place,
255 Washington Street, Newton, MA 02458 or by requesting materials
from the firm assisting CWH in the solicitation of consent
revocations, Morrow & Co., LLC, toll free at (800) 276-3011
(banks and brokers call collect at (203) 658-9400).
Media:Joele Frank Wilkinson Brimmer KatcherAndrew
Siegel/Jonathan Keehner, 212-355-4449orInvestor:CommonWealth
REITTimothy Bonang, 617-796-8222Vice President, Investor
RelationsorJason Fredette, 617-796-8222Director, Investor
Relationswww.cwhreit.com
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