CommonWealth REIT Files Preliminary Consent Revocation Materials

  CommonWealth REIT Files Preliminary Consent Revocation Materials

    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

Business Wire

NEWTON, Mass. -- March 18, 2013

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.

Contact:

INVESTORS
CommonWealth REIT
Carlynn Finn, 617-796-8222
Senior Manager, Investor Relations
or
Innisfree M & A Incorporated
Larry Miller /Jennifer Shotwell/Arthur Crozier
212-750-5833
or
MEDIA
CommonWealth REIT
Timothy A. Bonang, 617-796-8222
Vice President, Investor Relations
or
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Jonathan Keehner
212-355-4449
 
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