By Business Wire, March 18, 2013, 09:12:00 AM EDT
Board and Management Remain Focused on Repositioning and
Strengthening CommonWealth's Portfolio and Maintaining Financial
Flexibility to Enhance Shareholder Value
Advises Shareholders to Take No Action
NEWTON, Mass.--(BUSINESS WIRE)--
CommonWealth REIT (NYSE:CWH) ("CommonWealth" or "the Company") today
announced that it has filed preliminary consent revocation materials
with the Securities and Exchange Commission (the "SEC") in response to
the preliminary consent solicitation statement filed on March 13, 2013
by Corvex Management LP ("Corvex") and Related Fund Management, LLC
("Related").
Shareholders are urged to take no action at this time with respect to
the possible consent solicitation. Under federal securities laws, no
written consent may be solicited by Corvex and Related until after the
SEC's review of their preliminary consent solicitation materials is
completed and definitive materials are filed and mailed to all
CommonWealth shareholders.
The CommonWealth Board believes that a wholesale removal of the
Company's Trustees without cause is not in the best interest of the
Company and would bring material harm and disruption to the business and
operations of the Company. The Board notes that Corvex and Related are
asking CommonWealth shareholders to relinquish control of the Company
without committing to pay a control premium, or even any amount, for the
outstanding CommonWealth common shares.
Furthermore, CommonWealth notes that its experienced and seasoned Board
and management team have been instrumental in building the Company's
current asset portfolio and have critical knowledge of the Company's
operations and properties. This team is successfully executing on
CommonWealth's business plan, including:
-
Positioning the Company to best capitalize on a rebound in the office
building real estate market by repositioning the portfolio more
towards large Class A office properties in urban, or central business
district ("CBD"), locations and away from suburban office and
industrial properties;
-
Strengthening the portfolio by selling $1.5 billion worth of
properties, consisting largely of suburban office properties, since
December 31, 2007 and principally buying CBD office buildings with the
sale proceeds;
-
Enhancing CommonWealth's financial strength by taking actions to pay
down indebtedness, including using the aggregate net proceeds of
$867.7 million from the recently completed public offering of common
shares and sale of the Company's minority interest in Government
Properties Income Trust to reduce its outstanding indebtedness; and
-
Protecting the Company's strong balance sheet and maintaining an
investment grade credit rating, which the Board believes is important
to the Company's continued business success because it provides
greater financial flexibility to access capital, enables the Company
to carry out its business plan and provides it with an advantage when
competing for tenants for its properties.
CommonWealth also notes that its management structure provides
shareholders with numerous advantages as compared to self-managed REITs,
including:
- Reit Management & Research LLC ("RMR") provides high quality
management services to CommonWealth at or below industry average costs
and fees paid to CommonWealth's Trustees are at or below industry
averages;
-
CommonWealth's general and administrative ("G&A") expenses have
historically been equal to or lower than the average G&A expenses for
comparable office REITs as measured both as a percentage of gross
revenues and as a percentage of gross assets; and
-
Management fees charged to CommonWealth by RMR are less than the fees
paid by other REITs with similar management contracts.
CommonWealth's Board and management team are committed to enhancing
value for all CommonWealth shareholders. Corvex and Related have
announced that they intend to solicit consents in order to remove all
five of CommonWealth's experienced Trustees without cause. If
successful, the removal of the Board would leave the Company without any
oversight of its business until a special meeting is held and an
unidentified replacement Board is elected. CommonWealth is confident
that it is in the best interests of all shareholders for the current
Board to continue overseeing the successful execution of its business
plan to enhance value for all CommonWealth shareholders.
CommonWealth issued the following statement:
CommonWealth has a strong Board of Trustees with a broad range of
experience. The CommonWealth Board and management team have been and
remain intensely focused on acting in the best interests of the Company,
and are successfully executing on a business plan to enhance value for
all shareholders. We are confident that we are taking the right steps to
improve performance and that we have the right team in place to deliver
on our objectives.
Rather than creating value for all of CommonWealth's shareholders, we
believe that Corvex and Related are primarily interested in reputation
building, as demonstrated by the remarkable effort they have undertaken
to generate media interest in their self-serving activism campaign
against CommonWealth's Board. We believe that only Corvex and Related
stand to benefit from their consent solicitation campaign, and that
shareholders should reject their self-serving effort to seize
CommonWealth.
Finally, we are disappointed that Corvex and Related are pursuing more
meritless legal claims, following their defeat in Federal Court two
weeks ago. We are confident that we will continue to prevail in Court,
and we look forward to engaging with investors and analysts in the weeks
ahead to discuss why the removal of all CommonWealth's Trustees without
cause would not be in the best interests of the Company.
COMMONWEALTH WILL RECOMMEND THAT SHAREHOLDERS NOT SUBMIT THE CONSENTS
SOLICITED BY CORVEX AND RELATED AND THAT SHAREHOLDERS REVOKE ANY CONSENT
PREVIOUSLY PROVIDED TO CORVEX AND RELATED.
CommonWealth has made a filing with the SEC of a preliminary Consent
Revocation Statement and an accompanying preliminary Consent Revocation
Card to be used to solicit revocations of written consents in connection
with the solicitation of written consents by Corvex and Related from
shareholders of CommonWealth. Promptly after filing its definitive
Consent Revocation Statement with the SEC, CommonWealth will mail the
definitive Consent Revocation Statement and a BLUE Consent Revocation
Card to each shareholder entitled to deliver a written consent in
connection with the consent solicitation.
The Company, it's Trustees and certain of its executive officers and RMR
and certain of its directors, officers and employees may be deemed to be
participants in the solicitation of consent revocations from
shareholders in connection with the consent solicitation being conducted
by Corvex Management LP and Related Fund Management, LLC (the "Consent
Solicitation"). On March 18, 2013, the Company filed a preliminary
consent revocation statement with the SEC in response to the Consent
Solicitation. The Company will furnish a definitive consent revocation
statement to its shareholders, together with a BLUE consent revocation
card when available. SHAREHOLDERS ARE URGED TO READ THE CONSENT
REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of these
potential participants and their direct or indirect interests, by share
holdings or otherwise, is set forth in the preliminary consent
revocation statement and other materials to be filed with the SEC in
connection with the Consent Solicitation.
Shareholders will be able to obtain, free of charge, copies of the
consent revocation statement and any other documents to be filed by the
Company with the SEC in connection with the Consent Solicitation at the
SEC's website (http://www.sec.gov), at the Company's website
(http://www.cwhreit.com) or by requesting materials from the firm
assisting the Company in the solicitation of consent revocations,
Innisfree M&A Incorporated, toll-free at 877-750-5836.
A Maryland Real Estate Investment Trust with transferable shares of
beneficial interest listed on the New York Stock Exchange.No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
Source: CommonWealth REIT