CommonWealth Responds to ISS Recommendation
28 Fevereiro 2014 - 9:26PM
Business Wire
CWH Urges Shareholders to Sign, Date and
Return the White Consent Revocation
Card Today
CommonWealth REIT (NYSE: CWH) today issued the following
statement in response to the report by Institutional Shareholder
Services (“ISS”):
“We strongly believe that ISS reached the
wrong conclusion in failing to recommend that CWH shareholders
reject Related/Corvex’s consent solicitation. We urge shareholders
to stop Related/Corvex in their hostile takeover of CWH without
paying shareholders for it by voting the WHITE consent revocation card today.
Related/Corvex are attempting to seize
control of CWH without paying shareholders anything for that
control. Related/Corvex are seeking to sell CWH’s best performing,
stabilized assets and increase leverage, which would place CWH’s
dividend and investment grade debt ratings at risk. If
Related/Corvex are successful in removing the entire CWH Board,
their doing so would leave CWH’s business in an indefinite state
for an extended period of time until all shareholders have an
opportunity to nominate new Trustees and a Special Meeting of
shareholders can be convened. The removal of the entire board of a
public company by written consent without the simultaneous election
of a replacement Board is unprecedented in the history of U.S.
public companies.
The CWH Board and management have been
executing a sound business plan focused on repositioning CWH’s
portfolio into high quality Central Business District (CBD) office
properties, and this plan is delivering value for all CWH
shareholders as evidenced by the recently announced fourth quarter
results. The Board and management are committed to improved
corporate governance and in recent months have implemented
significant changes in response to shareholder feedback. The Board
significantly enhanced CWH’s corporate governance through increased
Board independence, simplified pathways for shareholder action,
termination of the Company’s shareholder rights plan and changing
the management agreement with RMR to more clearly align RMR’s
financial incentives with shareholder returns.
We urge CWH shareholders – no matter how many
or how few shares they own – to protect their investment by voting
the WHITE consent revocation
card. Please do not return or otherwise vote any gold proxy card
sent to you by Related/Corvex, as we believe their relentless
pursuit to remove the entire CWH Board by written consent and take
control of the Company would 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 Contacts:Joele Frank Wilkinson Brimmer KatcherAndrew
Siegel/Jonathan Keehner, 212-355-4449orInvestor
Contacts:CommonWealth REITTimothy Bonang, 617-796-8222Vice
President, Investor RelationsorJason Fredette,
617-796-8222Director, Investor Relationswww.cwhreit.com
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