NEW YORK, March 6, 2014 /PRNewswire/ -- Corvex
Management LP and Related Fund Management, LLC, whose separately
managed investment funds collectively own approximately 9.6% of the
outstanding shares of CommonWealth REIT (NYSE: CWH), today
commented on the report published by Glass Lewis & Co. ("Glass
Lewis"), one of the nation's leading independent proxy advisory
firms, recommending for the second consecutive time that
CommonWealth shareholders vote to remove the entire Board of
Trustees.
Keith Meister of Corvex and
Jeff T. Blau of Related issued the
following statement:
"The two leading independent proxy advisory firms have now
recommended the removal of all CommonWealth trustees, further
validating our consent solicitation. These endorsements send
a clear message – shareholders must put a stop to the nearly three
decades of abysmal governance practices and end the value
destruction at CommonWealth. We urge fellow shareholders to follow
the strong recommendations from both Glass Lewis and Institutional
Shareholder Services (ISS) and sign, date and return their GOLD
consent card today."
In its report, Glass Lewis made the observations below:
Regarding the case put forth by the Portnoy Board:
"Faced with the very clear prospect of a shareholder-led
eviction, we find the board elected to submit little more than a
redux of its previously failed arguments and suspect methodologies.
We expect this circumstance speaks less to the current trustees'
ability to submit strong arguments, and more to the fact that there
are so few strong arguments to submit in favor of the current
trustees: CW's unaffected returns have been objectively poor by any
reasonable methodology, the fees paid to RMR have been both
exorbitant and disproportionate to the middling gains realized by
investors and the board has more than once attempted to impose
sharply regressive governance policies on CW's independent
owners."
Regarding transition to a new board:
"It is worth noting these risks [associated with the removal of
the current board] are, for all intents and purposes, essentially
the same as those previously presented to investors, and, in our
view, continue to be both transitory and decidedly unlikely."
"…we consider the possible valuation and governance upside
associated with a reconstitution of the board and subsequent
elimination of the external management agreement vastly outweighs
[the] uncertainties. By extension, we continue to believe
shareholders should support the current arbitration-enforced
solicitation and effect the board change proposed and supported
nearly a full year ago."
Regarding the Portnoys' governance alterations:
"As a practical matter, then, we consider the common theme in
CW's governance shake-up does not, in fact, indicate a sudden
appreciation for progressive engagement, but, rather, a board
confronted with a fairly lopsided arbitration defeat, a narrowly
evaded board-level expulsion and the looming prospect of a new,
arbitration-ensured consent solicitation. In short, we believe the
optimal path to better long-term governance and constructive
engagement lies in the appointment of a new board, not through
costly and time-consuming litigation and the interminable
foot-dragging of the incumbent trustees."
Regarding the Portnoys' Distortions
"What it appears the board was ultimately able to take away from
this marginally mitigated defeat -- and how it elected to address
the decidedly foreseeable effort by Corvex and Related to further
pursue comprehensive board-level change -- reflects, in our view, a
disconcertingly intransigent reliance on half-truths, misdirection
and flatly disingenuous analyses as a means to preserve the status
quo."
Corvex and Related urge shareholders to support the consent
solicitation to start a new chapter for CommonWealth by signing,
dating and returning the GOLD consent card TODAY.
If you have any questions or need assistance voting your shares,
please call today D.F. King &
Co., Inc., our proxy solicitor, at (800) 714-3313. Also visit us at
www.shareholdersforcommonwealth.com.
About Corvex Management LP
Corvex Management LP is an investment firm headquartered in
New York, New York that engages in
value-based investing across the capital structure in situations
with identifiable catalysts. Corvex was founded in March 2011 and follows an opportunistic approach
to investing with a specific focus on equity investments, special
situations and distressed securities largely in North America.
About Related Fund Management LLC
Related Fund Management, LLC is an affiliate of Related
Companies, one of the most prominent privately-owned real estate
firms in the United States. Formed
40 years ago, Related is a fully integrated, highly diversified
industry leader with experience in virtually every aspect of
development, acquisitions, management, finance, marketing and
sales. Related's existing portfolio of real estate assets, valued
at over $15 billion, is made up of
best-in-class mixed-use, residential, retail, office and affordable
properties. For more information about Related Companies please
visit www.related.com.
Additional Information Regarding the
Solicitation
Corvex Management LP and Related Fund Management, LLC have filed
a definitive solicitation statement with the Securities and
Exchange Commission (the "SEC") to (1) solicit consents to remove
the entire board of trustees of CommonWealth REIT (the "Removal
Proposal"), and (2) elect a slate of new trustees at a special
meeting of shareholders that must be promptly called in the event
that the Removal Proposal is successful. Investors and security
holders are urged to read the definitive solicitation statement and
other relevant documents because they contain important information
regarding the solicitation. The definitive solicitation statement
and all other relevant documents are available, free of charge, on
the SEC's website at www.sec.gov. Information regarding the
participants in the solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, to the
extent applicable, is available in the definitive solicitation
statement filed with the SEC on January 28,
2014 and Supplement No. 1 filed with the SEC on February 13, 2014. Permission to quote third
party reports was neither sought nor obtained.
For further information, contact:
Rupal Doshi
Corvex
(212) 474-6750
rdoshi@corvexcap.com
Joanna Rose
Related
(212) 801-3902
jrose@related.com
INVESTORS:
Edward McCarthy / Richard Grubaugh
D.F. King & Co., Inc.
(212) 269-5550
SOURCE Related Fund Management, LLC