UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

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o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

 

CommonWealth REIT

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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On March 19, 2014, CommonWealth REIT issued the following press release:

 

* * * * *

 

 

FOR IMMEDIATE RELEASE

 

CommonWealth REIT Acknowledges Receipt of Documentation from Related/Corvex

 

As Directed by Arbitrators, Company within Five Business Days Will Inspect and Certify Results of Consent Solicitation

 

 

Newton, MA (March 19, 2014): CommonWealth REIT (NYSE: CWH) today announced that it has received documentation from Related Fund Management LLC and Corvex Management LP (together “Related/Corvex”) that they claim are written consents reaching the 66.7% threshold required to remove the entire CWH Board of Trustees, without cause.

 

As directed by the November 18, 2013, Arbitration Decision, CWH will inspect the consents and declare the results of the solicitation within five business days from receipt.  After conferring with the Inspector of Elections, CWH expects to announce the results of the consent solicitation on or before Tuesday, March 25, 2014.

 

CommonWealth REIT is a real estate investment trust headquartered in Newton, Massachusetts which primarily owns office buildings located in central business districts across the country.

 

WARNING REGARDING FORWARD LOOKING STATEMENTS

 

THIS PRESS RELEASE INCLUDES 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 PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS BEYOND CWH’S CONTROL.  FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE OR THEIR IMPLICATIONS.

 

ADDITIONAL INFORMATION REGARDING THE CONSENT SOLICITATION

 

CWH, 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 solicitation being conducted by Related/Corvex. On January 29, 2014, CWH filed a definitive consent revocation statement with the SEC in response to the Related/Corvex solicitation and has mailed the definitive consent revocation statement and a form of WHITE consent revocation card to each shareholder entitled to deliver a written revocation in connection with the consent solicitation.  SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE CONSENT REVOCATION STATEMENT FILED WITH THE SEC, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT CWH MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  Additional information regarding the identity of the potential participants and their direct or indirect

 

 

 

interests, by share holdings or otherwise, is set forth in the definitive consent revocation statement filed by CWH with the SEC in connection with the solicitation of revocations of consents.

 

Shareholders may obtain free of charge copies of the definitive consent revocation statement and any other documents filed by CWH with the SEC in connection with the Related/Corvex solicitation at the SEC’s website (http://sec.gov), at CWH’s website (http://cwhreit.com) or by requesting these materials from Timothy Bonang, by phone at (617) 796-8222, or by mail at Two Newton Place, 255 Washington Street, Newton, MA 02458 or by requesting materials from the firm assisting CWH in the solicitation of consent revocations, Morrow & Co., LLC, toll free at (800) 276-3011 (banks and brokers call collect at (203) 658-9400).

 

Contacts

 

Media:
Joele Frank Wilkinson Brimmer Katcher
Andrew Siegel/Gabrielle Miller, 212-355-4449

 

or

 

Investor:
CommonWealth REIT
Timothy Bonang, 617-796-8222
Vice President, Investor Relations

 

or

 

Jason Fredette, 617-796-8222
Director, Investor Relations
www.cwhreit.com

 

 

 

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