CommonWealth REIT (NYSE: CWH) (“CWH” or the “Company”) today announced that it has filed definitive consent revocation materials with the Securities and Exchange Commission (the “SEC”) in connection with the consent solicitation initiated by Related Fund Management, LLC and Corvex Management LP (“Related/Corvex”) to remove the entire CWH Board of Trustees without cause.
CWH is disappointed that Related/Corvex have ignored CWH’s offers to settle by adding Keith Meister of Corvex to the Company's Board of Trustees, and instead Related/Corvex have decided to move forward with a written consent solicitation to remove the entire existing Board without cause. Mr. Meister's participation on the Board would allow him to work collaboratively with other Board members to create value for all shareholders and would allow shareholders to avoid the disruption and expense caused by moving forward with a contested consent solicitation.
CWH recommends that shareholders disregard any Related/Corvex consent solicitation materials they may receive and protect their investment in CWH by signing, dating and returning the Company’s WHITE consent revocation card, which they will soon receive by mail.
The definitive consent revocation materials being mailed to shareholders include the following letter:PROTECT THE VALUE OF YOUR INVESTMENT BY SUPPORTING THE BOARD. Please sign, date and return the enclosed WHITE CONSENT REVOCATION CARD today! Please DO NOT sign or return any materials sent to you by Related/Corvex to facilitate their attempt to take control of CommonWealth without paying you a premium. We understand that you may have received or soon will receive materials from Related Fund Management, LLC (“Related”), Corvex Management LP (“Corvex”) and certain of their affiliates (collectively, “Related/Corvex”) seeking your written consent to remove, without cause, the entire Board of Trustees (the “Board”) of CommonWealth REIT (the “Company”). We believe this is yet another attempt by Related, with the assistance of Corvex, to take control of the Company for their own benefit without paying you any control premium.
We believe the Related/Corvex effort to remove the entire Board without cause is a disruptive and value destructive exercise. The Board and the Company’s management team are focused on delivering value to all shareholders. We believe that Related/Corvex are pursuing their own agenda and will not act in your best interests.
Under the current Board and management team, the Company continues to make significant progress in the implementation of its business plan to reposition the Company’s portfolio towards higher quality central business district office properties in order to increase shareholder value.
- improved the Company’s balance sheet;
- continued to implement the Company’s business plan to reposition our portfolio into higher value office properties in central business district (“CBD”) locations and sell non-core industrial and suburban properties, which we believe will increase value for all shareholders in the future;
- implemented changes to our business management agreement to further align management’s financial incentives with returns realized by shareholders; and
- announced many governance enhancements.
Related/Corvex claim to be champions of good governance, yet they failed to disclose to CommonWealth shareholders that their claims regarding the financial benefits of removing the Board are based on unrealistic financial projections.
The Board recently announced the restructuring of our business management agreement with our manager and significant governance changes that directly address shareholder feedback.
- adding additional Independent Trustees;
- appointing a Lead Independent Trustee;
- declassifying the Board; and
- streamlining the shareholder Trustee nomination and proposal process for our annual meetings, including our meeting this June.
Related/Corvex are asking you to remove experienced Trustees who are acting in the best interest of the Company and its shareholders.
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