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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 (, at the Company's website ( 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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