Wheeler Real Estate Investment Trust, Inc. Asks Shareholders to Vote With the Company
September 18 2018 - 11:49AM
Wheeler Real Estate Investment Trust, Inc.
(NASDAQ:WHLR) (“Wheeler” or the “Company”), a
fully-integrated, self-managed commercial real estate investment
company focused on owning and operating income-producing retail
properties with a primary focus on grocery-anchored centers, today
announced that it has issued an open letter to its stockholders,
regarding the ownership in the Company, proposed Board of Director
control and experience of Joseph Stilwell, Stilwell Value Partners
VII, L.P., Stilwell Value LLC and certain of their affiliates
solicitation of proxies for the Company’s 2018 Annual Meeting of
Shareholders.
The full text of the letter is set forth below.
Dear Fellow Shareholder:
Time is running out to vote your shares for the
WHLR Board to continue to transform WHLR. We believe that the
Stilwell Group will only impair those efforts.
Over the past several weeks you have been
receiving letters from the Stilwell Group asking you to vote for
their slate of board candidates. The Stilwell Group holds
approximately 9.4% of the common stock of WHLR, yet they are asking
you to give them almost 40% of the board representation. From their
six letters to shareholders in recent months, the Stilwell Group
has failed to provide any insight into a single action plan for the
Company if they gain these seats.
If the Stilwell Group succeeds, they
stand to gain almost 40% control of the WHLR Board. We believe
keeping our current Board composition IS in the best interest for
WHLR shareholders as it is currently a diverse group of members
that has publicly stated our efforts to transform the Company and
provide GOVERNANCE and INDEPENDENCE:
The election of all of the Stilwell
group’s nominees will give him almost 40% voting control on the
board despite only a 9.4% ownership. This is 3 times more
representation than any other shareholder:
A chart accompanying this announcement is available at
http://www.globenewswire.com/NewsRoom/AttachmentNg/0bbe3af0-da9a-47b3-903a-14cb9a99a65b
The Stilwell Group’s nominees, if
elected and in our opinion, countermand WHLR’s efforts to
create long-term, sustainable value for
shareholders.:
- More than 1/3 of the Board would be controlled by one
voice;
- This one voice, who by his own admission, has no real estate
experience or expertise to effectively operate the Company and has
expressed that he has no interest in the Company’s portfolio of
real estate assets;
- This one voice invested in WHLR only a year ago after building
a career in banks, began his proxy fight without ever presenting a
plan or strategy beyond electing himself and his chosen
nominees.
WHLR, on the other hand, continues to
improve its Governance with a more transparent and independent
Board of Directors that possess the applicable skills to manage the
WHLR transformation:
- Revamped WHLR’s leadership to better align WHLR with its
shareholders’ interests;
- Separated the CEO and Chairman roles to ensure the Board is
more independent in its governance;
- Reduced the Board to eight members with only one internal
member – David Kelly, President & CEO;
- Invited seasoned institutional shareholders and capital markets
experts – Sean Armstrong and Andy Jones – who represent over 9.1%
and 5.6% of the common stock shares respectively, to join the
Board.
In addition, WHLR made every effort to
avoid an expensive and time-consuming proxy fight:
- The WHLR Board has reached out on several occasions and offered
a Board seat to one of Mr. Stilwell’s chosen candidates with real
estate and capital markets experience. Yet he refused;
- Mr. Stilwell refused to look at what is best for YOU and
pursued this fight without looking for a solution.
These ARE NOT the actions of somebody
whose primary goal is aligned with shareholders. Please
consider the following from The Stilwell Group’s 13D/A
filing on September 5, 2018: |
|
On March 16, 2015, Stilwell Value LLC
(“Value”) and Joseph Stilwell consented to the entry of a civil
administrative SEC order (the “Order”) that, among other things,
alleged violations of sections of the Investment Advisers Act of
1940 and certain rules promulgated thereunder for failing to
adequately disclose conflicts of interest presented by inter-fund
loans. The Order, among other things, (1) suspended Mr. Stilwell
from March 2015 to March 2016 from association with any investment
adviser, broker, dealer, or certain regulated organizations, and
imposed upon him a $100,000 civil money penalty; and (2) censured
Value, imposed upon it a $250,000 civil money penalty (as well as
the repayment obligation of $239,157 in fees), and required it to
retain an independent monitor for three years, which monitorship
concluded on April 9, 2018. |
|
WHLR’s Board and management team are executing on the
right plan to drive long-term, sustainable value creation for
shareholders. Please consider this before you vote to give
one shareholder the single largest voting block on the Board.
AGAIN, TIME IS SHORT - VOTE THE WHITE
PROXY CARD TODAY “FOR” WHLR’S HIGHLY QUALIFIED
NOMINEES
On behalf of your Board and management team,
thank you for your continued support.
David KellyPresident & CEO
IF YOU WANT TO SUPPORT WHLR PLEASE VOTE ONLY ON OUR
WHITE PROXY CARD. PLEASE DO NOT VOTE “AGAINST” THE
STILWELL GROUP AND THEIR GREEN PROXY CARD.
VOTING “AGAINST” STILWELL ON THEIR GREEN PROXY CARD WILL
CANCEL YOUR VOTE FOR THE WHLR NOMINEES.
IF YOU HAVE ALREADY VOTED “AGAINST” STILWELL ON THEIR GREEN
PROXY CARD, YOU CAN CORRECT YOUR VOTE BY SUBMITTING THE
ENCLOSED WHITE PROXY CARD “FOR” WHLR’S NOMINEES.
ONLY YOUR LATEST DATED PROXY CARD WILL
COUNT.
About Wheeler Real Estate Investment
Trust, Inc.Headquartered in Virginia Beach, VA, Wheeler
Real Estate Investment Trust, Inc. is a fully-integrated,
self-managed commercial real estate investment company focused on
owning and operating income-producing retail properties with a
primary focus on grocery-anchored centers. Wheeler’s portfolio
contains well-located, potentially dominant retail properties in
secondary and tertiary markets that generate attractive
risk-adjusted returns, with a particular emphasis on
grocery-anchored retail centers. Additional information about
Wheeler Real Estate Investment Trust, Inc. can be found at the
Company’s corporate website: www.whlr.us.
Forward-Looking StatementsThis
press release may contain “forward-looking” statements as defined
in the Private Securities Litigation Reform Act of 1995. When the
Company uses words such as “may,” “will,” “intend,” “should,”
“believe,” “expect,” “anticipate,” “project,” “estimate” or similar
expressions that do not relate solely to historical matters, it is
making forward-looking statements. Forward-looking statements are
not guarantees of future performance and involve risks and
uncertainties that may cause the actual results to differ
materially from the Company’s expectations discussed in the
forward-looking statements. Specifically, the Company’s ability to
produce income from grocery-anchored retail properties and its
ability to create long-term value for shareholders are
forward-looking statements. The Company’s expected results
may not be achieved, and actual results may differ materially from
expectations. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other
factors, some of which are beyond our control, are difficult to
predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
For these reasons, among others, investors are cautioned not to
place undue reliance upon any forward-looking statements in this
press release.
Additional factors are discussed in the
Company's filings with the U.S. Securities and Exchange Commission,
which are available for review at www.sec.gov. The Company
undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the
date hereof.
Important Additional
InformationThe Company, its directors and certain of its
executive officers are participants in the solicitation of proxies
from the Company’s stockholders in connection with matters to be
considered at the Company’s 2018 Annual Meeting of Stockholders
(the “2018 Annual Meeting”). The Company has filed a definitive
proxy statement and WHITE proxy card with the U.S. Securities and
Exchange Commission (the “SEC”) in connection with its solicitation
of proxies from the Company’s stockholders. STOCKHOLDERS OF THE
COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT,
ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding
the identities of the Company’s directors and executive officers,
and their direct or indirect interests, by security holdings or
otherwise, are set forth in the proxy statement and other materials
filed with the SEC in connection with the 2018 Annual Meeting.
Stockholders can obtain the proxy statement, any amendments or
supplements to the proxy statement, and any other documents filed
by the Company with the SEC at no charge at the SEC’s website at
www.sec.gov. These documents are also available at no charge in the
“SEC Filings” or “Proxy Materials” sections of the Company’s
website at www.whlr.us.
CONTACT: Mary JensenInvestor
Relations(757) 627-9088mjensen@whlr.us
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