The Whitestone Board Has Summarily Rejected and Refused to Engage Regarding MCB's Improved $15.00 per Share All-Cash Proposal, which would Deliver a 14.5% Premium to Whitestone Shareholders
MCB Urges the Whitestone Board and Management Team to Cease their Entrenchment Tactics
and Answer Shareholders' Questions
MCB Calls on Whitestone Shareholders to Make their Voices Heard;
Visit www.MaximizingWhitestoneValue.com for More Information
BALTIMORE, Oct. 31, 2024 /PRNewswire/ -- MCB Real Estate ("MCB"), a leading commercial real estate developer and investment management firm with a diverse nationwide portfolio and approximately $3 billion in AUM, today issued the following statement regarding its proposal to acquire Whitestone REIT (NYSE:WSR) ("Whitestone") for $15.00 per share in cash:
MCB stands ready to deliver immediate and certain value to Whitestone shareholders. Our proposal is compelling by all reasonable metrics, reflecting a 14.5% premium to Whitestone's share price prior to our initial proposal on June 3, 2024, and a 61.8% premium to Whitestone's unaffected share price prior to the rumored Fortress proposal on October 26, 2023. Despite an attractive proposal and our repeated attempts to engage over the last several months, the Whitestone Board has steadfastly refused to seriously consider our all-cash proposal.
In its rejection, Whitestone has conveniently chosen a time period of total shareholder return that includes multiple acquisition rumors and proposals, as well as MCB acquiring 4,690,000 shares on the open market. In the time between January 18, 2022, when current Whitestone management took over, and October 25, 2023, the day prior to the rumored Fortress proposal, Whitestone delivered total shareholder returns of 0.1%. Since October 25, 2023, Whitestone has delivered total shareholder returns of 57.7%, driven by the rumored Fortress Proposal, MCB's acquisition of shares starting on May 7, 2024, and two acquisition proposals from MCB.
We have heard from other shareholders that they are supportive of a potential transaction and share our frustration with the Whitestone Board. The Board's refusal to grant due diligence, engage in any meaningful discussions, or commence a strategic alternatives process is not consistent with its duties and indicates that the Board is entrenched. Whitestone shareholders deserve answers, and MCB encourages Whitestone to address the following questions on its earnings call this morning, so that shareholders can have all the facts regarding Whitestone's refusal to engage or present a compelling path to maximize shareholder value as a public company.
- What does the Whitestone Board believe the Company's net asset value (NAV) to be?
- Whitestone has implied its NAV and discounted cash flow (DCF) based on its internal forecasts indicate a higher "intrinsic value" than provided by MCB's improved proposal – what are those forecasts?
- Why not share the NAV and DCF forecasts with MCB or other potential counterparties?
- What purchase price would the Board need to see in order to grant due diligence?
- How can Whitestone's Board reasonably credit the management team for the 60% total shareholder returns since the management team was appointed, considering that total shareholder returns during the period prior to takeover interest were almost zero?
- Given that MCB's purchases represent a significant portion of WSR's trading volume over the course of 2024, what is Whitestone's plan to maintain its share price if MCB withdraws its offer and liquidates its position?
- Has Whitestone engaged with independent advisors or formed a committee of the board to evaluate MCB's proposal or explore strategic alternatives to maximize value? If not, why not?
- Is Whitestone's Board open to running a formal process to evaluate strategic alternatives?
- How can the Board justify its refusal to engage with qualified buyers, such as Fortress and MCB?
- Does Whitestone recognize its continued underperformance versus its peers, and how does management intend to address Whitestone's high cost of capital, high cost of borrowing and apparent inability to raise new equity?
- Will the Whitestone Board and management team spend shareholders' capital defending against a proxy contest again this year? How can that be justified and why is that preferable to engaging with well-capitalized potential acquirers?
Whitestone Third Quarter 2024 Conference Call Details
MCB urges Whitestone shareholders to join Whitestone's Third Quarter 2024 earnings conference call to listen to the Whitestone management team's responses to these and other questions. P. David Bramble, Managing Partner of MCB, will join the call and attempt to ask a question, but based on Whitestone's refusal to engage to date, MCB expects to be rebuffed, again, and is therefore calling on others in the investment community to demand the answers shareholders deserve.
Dial-in number for domestic participants: 1-877-407-0784
Dial-in number for international participants: 1-201-689-8560
Passcode: 13742564
A live webcast of Whitestone's conference call can be accessed at https://ir.whitestonereit.com/corporate-profile/
Additional Materials
Additional materials regarding the proposed transaction, including a letter sent to Whitestone's Board on October 9, 2024 detailing MCB's enhanced proposal, are available at www.MaximizingWhitestoneValue.com.
Advisors
MCB has engaged Vinson & Elkins LLP as lead counsel in connection with the transaction. Wells Fargo is serving as financial advisor to MCB.
About MCB Real Estate
Founded in 2007, MCB Real Estate is a community-centric, privately held institutional investment management firm headquartered in Baltimore, Maryland. MCB boasts a nationwide portfolio of $3 Billion Assets Under Management totaling approximately 15 million square-feet. of industrial, office, retail, mixed-use, multi-family and life sciences properties with almost four million square-feet in its development pipeline. The firm offers a seamlessly integrated suite of commercial real estate investment services, including development, construction, property management, asset management, acquisitions, and legal expertise, thus ensuring comprehensive support throughout every stage of an asset's lifecycle. www.mcbrealestate.com.
Media Contacts
Andrew Siegel / Lucas Pers / Lyle Weston
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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SOURCE MCB Real Estate