What's New in the Commonwealth REIT Fight?

CommonWealth REIT is continuing its fight against a hostile acquisition by New York investor Corvex Management LP and Related Cos.' Related Fund Management LLC.

Corvex and Related have been pursuing Commonwealth for most of 2013, saying that shareholders are getting the short-end of dealings by the Commonwealth REIT board-- specifically, the Commonwealth managing trustees, Barry Portnoy and his son, Adam.

Last month, Corvex and Related got official backing to issue a second consent solicitation to Commonwealth shareholders to overhaul the board. The first solicitation got buried under an avalanche of litigation over shareholders' record dates, and an arbitration panel authorized a new solicitation in a lengthy opinion, here.

Commonwealth has countered that it is in a lengthy process of overhauling its operations, including the sale of underperforming assets. 

The second solicitation was filed with the U.S. Securities and Exchange Commission today.  The Corvex/Related statements and info can be found on the takeover website the firms have set up, here.

Commonwealth, a Massachusetts firm organized under Maryland law, countered immediately this morning with a statement:

CWH believes that Corvex/Related intend to solicit consents and proxies in another attempt to seize control of the Company for short term gains, and that a wholesale removal, without cause, of the entire CWH Board would materially harm CWH’s business and operations. CWH’s Board and management intend to vigorously defend CWH against Corvex/Related's hostile takeover campaign and efforts to circumvent regular election processes. The entire CWH Board and management remain focused on implementing our strategic plan to reposition the Company's portfolio towards high value office buildings located in urban and downtown locations and dispose of suburban properties and other non-core assets.

 

Despite the disruption that Corvex/Related has caused to CWH’s business and operations for the last ten months, we have made good progress implementing our strategic plan. Upon completion of the sale of all 85 non-core properties we identified for sale during the last year, the large majority of CWH’s portfolio will be located in higher value central business district, or CBD, locations, which we believe will materially increase value for all shareholders. In addition, after meeting with many of our shareholders over the last few months, we have committed to several corporate governance changes, including amending our management agreement and increasing the size of our Board. We have made significant progress implementing these governance changes and expect to make additional announcements in the near future.

 

The Board and management team have, and continue to be, committed to creating and protecting shareholder value. We are preparing CWH's preliminary revocation materials, which will be filed with the Securities and Exchange Commission, of SEC, in the near future. Our materials will provide shareholders with the information they need to understand why we believe the Corvex/Related hostile takeover is not in shareholders' best interests. We urge shareholders to review these materials when they are filed with the SEC.

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