NEW YORK, July 8, 2019 /PRNewswire/ -- The Stilwell Group,
the largest shareholder of Wheeler Real Estate Investment Trust,
Inc. (the "Company") (NASDAQ:WHLR), today announced that it has
mailed a letter to its fellow owners of the Company.
The full letter to shareholders is set forth below and the
accompanying slides referenced in the letter are available for
viewing at http://www.okapivote.com/wheeler.
July 8, 2019
Dear Fellow Owner,
We are the largest shareholder of WHLR. We have nominated six
directors for election at the 2019 Annual Meeting of Shareholders.
For some reason, the board has not set the meeting date.
We believe significant change is required at WHLR. The
accompanying slides explain our position.
Sincerely,
Megan Parisi
917-881-8076
mparisi@stilwellgroup.com
Enclosure
Investor Contact:
The Stilwell Group
Megan Parisi
(917) 881-8076
mparisi@stilwellgroup.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Stilwell Activist Investments, L.P. together with
the other participants named herein (collectively, "Stilwell"),
intend to file a preliminary proxy statement and accompanying proxy
card with the Securities and Exchange Commission ("SEC") to be used
to solicit votes for the election of their slate of director
nominees at the 2019 annual meeting of stockholders of Wheeler Real
Estate Investment Trust, Inc., a Maryland corporation (the "Company").
STILWELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are Stilwell Activist
Investments, L.P. ("Stilwell Activist Investments"), Stilwell Value
Partners VII, L.P. ("Stilwell Value Partners VII"), Stilwell
Activist Fund, L.P. ("Stilwell Activist Fund"), Stilwell Value LLC
("Stilwell Value LLC"), Joseph D.
Stilwell, Corissa B.
Porcelli, Michelle D.
Bergman, Paula J. Poskon,
Kerry G. Campbell, and Rodney S. Atamian.
As of the date hereof, Stilwell Activist Investments directly
owns 711,244 shares of Common Stock, par value $0.01, of the Company (the "Common Stock"), which
includes 36,876 shares of Series D Preferred Stock that are
convertible into 54,357 shares of Common Stock. As of the
date hereof, Stilwell Value Partners VII directly owns 149,402
shares of Common Stock, which includes 8,402 shares of Series D
Preferred Stock that are convertible into 12,385 shares of Common
Stock. As of the date hereof, Stilwell Activist Fund directly owns
95,107 shares of Common Stock, which includes 4,689 shares of
Series D Preferred Stock that are convertible into 6,912 shares of
Common Stock. Stilwell Value LLC, as the general partner of
each of Stilwell Activist Investments, Stilwell Value Partners VII,
and Stilwell Activist Fund, may be deemed the beneficial owner of
the 955,753 shares of Common Stock, which includes 49,967 shares of
Series D Preferred Stock that are convertible into 73,654 shares of
Common Stock, owned directly by Stilwell Activist Investments,
Stilwell Value Partners VII, and Stilwell Activist Fund. Mr.
Stilwell, as the managing member and owner of Stilwell Value LLC,
may be deemed the beneficial owner of the 955,753 shares of Common
Stock, which includes 49,967 shares of Series D Preferred Stock
that are convertible into 73,654 shares of Common Stock, owned
directly by Stilwell Activist Investments, Stilwell Value Partners
VII, and Stilwell Activist Fund.
Stilwell Activist Investments has entered into a cash-settled
total return swap agreement pursuant to which it purchased certain
cash-settled total return swaps constituting economic exposure to
an aggregate of 167,115 notional shares of the Series D Preferred
Stock.
As of the date hereof, Mr. Atamian directly beneficially owns
2,700 shares of Series B Preferred Stock that are convertible into
1,687 shares of Common Stock. As of the date hereof, none of
Mses. Porcelli, Bergman and Poskon or Mr. Campbell own beneficially
or of record any securities of the Company and none have engaged in
any transactions in securities of the Company during the past two
years.
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SOURCE The Stilwell Group