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UNITED STATES | |||
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SECURITIES AND EXCHANGE COMMISSION | |||
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Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Preliminary Proxy Statement | ||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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Soliciting Material under §240.14a-12 | ||
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CommonWealth REIT | |||
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(Name of Registrant as Specified In Its Charter) | |||
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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On March 28, 2013, CommonWealth REIT issued the following press release.
* * * * *
FOR IMMEDIATE RELEASE
CommonWealth REIT Confirms Receipt of Unsolicited Indication of Interest from
Corvex / Related
Shareholders Need Not Take Any Action at this Time
Newton, MA (March 28, 2013): CommonWealth REIT (NYSE: CWH) (“CommonWealth” or “the Company”) today confirmed that it has received an unsolicited and non-binding indication of interest from Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related”) to acquire up to 100% of the outstanding shares of CWH for $24.50 per share.
Consistent with its fiduciary duties, the CWH Board of Trustees will carefully review the indication of interest in consultation with its legal and financial advisors, and pursue the course of action that it believes is in the best interests of CWH and its shareholders. CommonWealth shareholders need not take any action at this time with respect to the indication of interest.
The Company, its Trustees and certain of its executive officers and Reit Management & Research LLC 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 27, 2013, the Company filed a revised 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. 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 revised 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.
Contacts:
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INVESTORS
Carlynn Finn 617-796-8222 Senior Manager, Investor Relations |
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MEDIA
Timothy A. Bonang 617-796-8222 Vice President, Investor Relations |
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Larry Miller /Jennifer Shotwell/Arthur Crozier 212-750-5833 Innisfree M & A Incorporated |
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Andrew Siegel / Jonathan Keehner 212-355-4449 Joele Frank, Wilkinson Brimmer Katcher |