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Corvex Management LP ("Corvex") and
Related Fund Management, LLC ("Related"), today commented on the report
published by Glass Lewis & Co. ("Glass Lewis"), one of the nation's leading
independent proxy advisory firms, recommending that their clients vote to
remove the entire board of trustees at CommonWealth REIT
by
consenting to ALL proposals using Corvex and Related's WHITE consent card.
Keith Meister of Corvex and Jeff T. Blau of Related, said: "Glass Lewis's
recommendation to remove all CommonWealth trustees marks the second vote of
unanimous support from a leading independent proxy advisory firm – further
validating that our consent solicitation offers the only path toward
significant change at CommonWealth. By ignoring the Portnoys' baseless
rhetoric to instead focus squarely on the facts in making its recommendations,
Glass Lewis clearly endorses our effort to immediately stop the value
destruction taking place at CommonWealth. We continue to encourage all of our
fellow shareholders to follow the recommendations from both Glass Lewis and
Institutional Shareholder Services (ISS) and sign, date and return their WHITE
consent card today. Shareholders may also be able to vote online by following
the instructions on their voting materials."
In its report, Glass Lewis noted that:
"RMR's interests are significantly misaligned with those of CW's
shareholders... [and] the external management structure provides for value
transfers to the Manager irrespective of the losses realized by investors in
the Trust."
"...the board has generally responded to the Dissident's consent solicitation
and recent shareholder votes of disapproval with the adoption of increasingly
regressive and obfuscatory governance provisions."
"When challenged to address the foregoing issues, we find the board quickly
opted to rely on specious and misleading arguments, while concurrently
ignoring a lopsided shareholder mandate and closing as many channels for
shareholder recourse as possible. In our view, these steps are more indicative
of a panicked boardroom than a group of trustees confident in its value
proposition."
"In lieu of further subjugation of shareholder rights, we believe the
Dissident's consent solicitation offers the much more attractive prospect of
meaningful change for CW and its owners."
A copy of Related's and Corvex's consent solicitation materials can be
obtained at www.shareholdersforcommonwealth.com or by calling D.F. King & Co.,
Inc., our proxy solicitor, at 1-800-714-3313.
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