Adam Portnoy, President and Managing Trustee of CWH, made the following statement regarding Corvex/Related’s activities:“The Arbitration Panel to which the Maryland Courts have referred these matters has not ruled. We are confident that the Panel will uphold the CWH Bylaws and that the recent Corvex/Related consent solicitation will be found to have no legal effect. The CWH management and Board intend to continue to resist any efforts by Corvex/Related to circumvent the authority of the Arbitration Panel.” “While the arbitration process is underway, the CWH Board and management also intend to undertake a dialogue with long term CWH shareholders to correct the false and misleading statements published by Corvex/Related in their pursuit of a hostile takeover of CWH and to consider governance changes which may be recommended by those shareholders.” CommonWealth REIT is a real estate investment trust which primarily owns office properties throughout the United States. CWH is headquartered in Newton, MA. WARNING REGARDING FORWARD LOOKING STATEMENTS THIS PRESS RELEASE CONTAINS 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 CURRENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND CWH’S CONTROL. FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT THE CORVEX/RELATED LETTER DEMANDING A RECORD DATE FOR A CONSENT SOLICITATION DID NOT COMPLY WITH THE REQUIREMENTS FOR A RECORD DATE REQUEST IN CWH’S BYLAWS AND THAT THE WRITTEN CONSENTS SOLICITED BY CORVEX/RELATED HAVE NO LEGAL SIGNIFICANCE. CORVEX/RELATED HAVE COMMENCED LITIGATION CHALLENGING THE VALIDITY OF THE CWH BYLAW REQUIREMENTS FOR A RECORD DATE REQUEST AND THAT LITIGATION IS NOW PENDING BEFORE AN ARBITRATION PANEL CREATED UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION. THE RESULTS OF LITIGATION AND ARBITRATION PROCEEDINGS ARE DIFFICULT TO PREDICT, AND CWH CAN PROVIDE NO ASSURANCE REGARDING SUCH RESULTS.
- THIS PRESS RELEASE STATES THAT CORVEX/RELATED INFORMED THE ARBITRATION PANEL AND CWH THAT THEIR CONSENT SOLICITATION WOULD CLOSE ON JUNE 18, 2013, BUT NOTIFIED BROADRIDGE FINANCIAL SOLUTIONS THAT THEIR CONSENT SOLICITATION WOULD CLOSE ON JUNE 21, 2013. THE CWH BYLAWS PROVIDE THAT THE TIME TO SOLICIT SHAREHOLDER CONSENTS IS 30 DAYS AFTER A VALID RECORD DATE. THE TIME WITHIN WHICH SHAREHOLDER CONSENTS MAY BE PROVIDED IS ONE OF THE MATTERS SUBJECT TO THE PENDING LITIGATION AND ARBITRATION BETWEEN CORVEX/RELATED AND CWH. CWH CAN PROVIDE NO ASSURANCE REGARDING THE OUTCOME OF THIS LITIGATION AND ARBITRATION.