CommonWealth REIT (NYSE:CWH) today announced that, in an effort to bring the prolonged disruption and cost to shareholders caused by Related Fund Management LLC and Corvex Management LP (“Related/Corvex”) to an end, CWH has set February 18, 2014 as the record date for shareholders entitled to participate in the written consent proposed by Related/Corvex to remove the entire CWH Board of Trustees, including two recently added Independent Trustees, without cause. This record date is conditioned upon Related/Corvex making a record date demand on or before February 16, 2014, as required by the Arbitration Panel in its November 18, 2013 order.
Adam Portnoy, Managing Trustee and President of CWH made the following statement regarding today’s announcement:
“Despite their professed desire to proceed expeditiously, it appears that Related/Corvex will delay until the last possible moment to ask for a record date in their attempt to take control of CWH for their own benefit and without paying shareholders. Unlike Related/Corvex, the Board believes that it is in the best interests of shareholders to move ahead in order to limit the damage to CWH and its shareholders which may be caused by the disruptive activities of Related/Corvex. We look forward to our continued engagement with shareholders over the coming weeks. We will also continue to vigorously oppose Related/Corvex’s disruptive and self-serving actions, and we are confident shareholders will support the Board’s continued efforts to create value for all shareholders.”
CommonWealth REIT is a real estate investment trust that primarily owns office properties located in central business district or urban locations 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. FOR EXAMPLE, THE RECORD DATE SET BY CWH’S BOARD IS CONDITIONED ON RELATED/CORVEX MAKING A DEMAND BY FEBRUARY 16, 2014 AS REQUIRED BY THE ARBITRATION PANEL’S ORDER. RELATED/CORVEX MAY REALIZE THAT THEIR PROPOSAL IS NOT IN THE BEST INTEREST OF SHAREHOLDERS OR FAIL TO MAKE A DEMAND FOR ANOTHER REASON. FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE OR THEIR IMPLICATIONS.