This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Cramer's Action Alerts PLUS - See his portfolio and get alerts BEFORE every trade. Learn more NOW!

CommonWealth REIT Comments On Results Of The Corvex/Related Purported Consent Solicitation

CommonWealth REIT (NYSE: CWH) today commented upon the results of a purported consent solicitation by Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related” and together with Corvex, “Corvex/Related”):

On April 12, 2013 Corvex/Related wrote to CWH demanding a record date for a consent solicitation to remove the entire CWH Board without cause. Because the demand letter did not comply with the requirements for a record date request established in CWH’s Bylaws, CWH responded to Corvex/Related by pointing out certain deficiencies and requesting additional information. Rather than attempting to comply with the governing Bylaws, Corvex/Related instead unilaterally declared a record date for shareholders to join their consent and began soliciting written consents as a so called “referendum”.

After beginning to solicit CWH shareholders, Corvex/Related pursued its pending litigation against CWH in the Maryland Circuit Court by asking that Court to declare certain CWH Bylaws invalid. On May 8, 2013, the Maryland Circuit Court issued an Order upholding CWH’s arbitration Bylaw and referring all other matters in the litigation between CWH and Corvex/Related to arbitration under the auspices of the American Arbitration Association. Thereafter, Corvex/Related notified the Arbitration Panel and CWH that the time for delivery of written consents to their purported consent solicitation would close on June 18, 2013, and Corvex/Related requested the Arbitration Panel to set a hearing on their motion for partial summary judgment on certain issues relating to the consent solicitation. That hearing has been scheduled for July 26, 2013, but the timing of any ruling is at the discretion of the Arbitration Panel.

At some time unknown to CWH, Corvex/Related notified Broadridge Financial Solutions that the time for delivery of written consents by shareholders as of the self-proclaimed record date would be extended to close on June 21, 2013. Then, on June 21, 2013, Corvex/Related delivered a letter to CWH and issued a press release claiming that it had received consents from over 70% of CWH’s shareholders and asserting that the CWH Trustees are removed from office. Neither the June 18 th or June 21 st date corresponds to any permitted solicitation period in CWH’s Bylaws.

The Arbitration Panel that is considering the actions by Corvex/Related has not yet ruled. CWH continues to believe that the consent solicitation recently pursued by Corvex/Related has no legal effect.

Since April 12, 2013, Corvex/Related have actively solicited CWH shareholders by mailing consent cards, issuing press releases and repeatedly making false and misleading statements about CWH and its manager, Reit Management & Research LLC. CWH also issued press releases and mailed letters in opposition to Corvex/Related activities, but CWH did not solicit written consent revocation cards. Accordingly, the Corvex/Related consent solicitation did not compete with a consent revocation solicitation. Also, CWH believes Corvex/Related set its self-proclaimed record date at a time when a large number of CWH’s shares appear to have been held by short term focused hedge funds. Based on the trading volume in CWH shares since the Corvex/Related self-proclaimed record date, CWH believes that a significant number of shareholders who joined the Corvex/Related consent solicitation have since sold their shares.

1 of 3

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Try it NOW
Only $9.95
Try it NOW
14-Days Free
Try it NOW

Check Out Our Best Services for Investors

Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
Try it NOW
Try it NOW
Try it NOW
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
SYM TRADE IT LAST %CHG

Markets

DOW 18,203.37 -85.26 -0.47%
S&P 500 2,107.78 -9.61 -0.45%
NASDAQ 4,979.9010 -28.1950 -0.56%

Partners Compare Online Brokers

Free Reports

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs