CommonWealth REIT (NYSE: CWH) today issued an open letter to its shareholders urging them to take no action on Corvex Management LP and Related Fund Management, LLC (together, “Corvex/Related”)’s purported consent solicitation. The company noted that there is no valid consent solicitation at this time, and no record date has been set by the CommonWealth Board of Trustees. The full text of the letter is below:
June 17, 2013
You may have received materials from Corvex Management LP and Related Fund Management, LLC (together, “Corvex/Related”) purportedly seeking your written consent to remove without cause all of the duly elected members of your Board of Trustees.THE BOARD OF TRUSTEES OF COMMONWEALTH URGES YOU NOT TO TAKE ANY ACTION AT THIS TIME. THE BOARD HAS NOT SET A RECORD DATE AND THE CORVEX/RELATED CONSENT SOLICITATION IS NOT VALID AT THIS TIME. The validity of the Corvex/Related consent solicitation depends upon a court or an arbitration panel making a number of findings, including that certain of CommonWealth's bylaws are invalid and that CommonWealth's Board may be removed without cause. WE BELIEVE CORVEX/RELATED ARE MASKING THEIR INTENT TO SEIZE CONTROL OF COMMONWEALTH WITHOUT PAYING A CONTROL PREMIUM. Corvex/Related first started accumulating shares of CommonWealth in January 2013. Since then, Corvex/Related announced several highly conditional, unfinanced purported “offers” to acquire the Company. In their latest such “offer,” Corvex/Related offered to acquire the Company for $24.50 per share, despite that they had previously estimated the Company’s net asset value at between $35.00 and $44.00 per share. Your Board, after consultation with its legal and financial advisors and after meeting with Corvex/Related, carefully considered this purported “offer” and determined that it was illusory and that the interests of CommonWealth and its shareholders would best be served by the Company continuing to implement its business plan. Many weeks have passed since Corvex/Related first publicly announced their purported desire to purchase CommonWealth and they have still not provided a concrete, fully financed offer, let alone an offer at an appropriate premium.
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