After spending millions of dollars on shareholders in a flawed deal that was flatly rejected by its shareholders, Monmouth must now schedule an annual meeting
Blackwells will strive to install new board members determined to restart a full and fair strategic alternatives process
Warns the Landy family-dominated board not to take any action until the board is reconstituted
NEW YORK, September 10, 2021 (News) – Blackwells Capital LLC (with its subsidiaries “Blackwells”), an alternative investment management company holding 4.36% of the common shares of Monmouth Real Estate Investment Corporation (NYSE: MNR) ( “Monmouth” or the “Company”), commented today on the results of the special meeting of Monmouth shareholders at which Monmouth shareholders overwhelmingly opposed the proposed merger with Equity Commonwealth.
Jason Aintabi, Chief Investment Officer of Blackwells, said:
Monmouth’s board of directors formed a committee of the conflicting board to lead its so-called strategic alternatives process, and then negotiated and approved a deal that was so blatantly and grossly inadequate that when it was been put to a vote, shareholders rejected it with a wider margin than any merger and acquisition transaction of this century.
In doing so, this board has consolidated its abject position unfit to serve the interests of shareholders.
Under the leadership of the Landy family, the board of directors struck a flawed deal and unanimously authorized the spending of tens of millions of shareholders’ dollars to enthusiastically support and defend him. Despite the board’s best efforts to serve the tax and social interests of the Landy family, the transaction was rejected by both the major proxy advisory firms and by almost all active investment managers.
If there were any doubts about the board’s contempt for public shareholders and their interests, or the directors’ unwavering loyalty to their Landy family benefactors, this sad and costly episode dispelled those doubts. There is no doubt that this board does not understand or appreciate the value of Monmouth or the will or opinions of its public shareholders.
Monmouth has not held an annual meeting of shareholders for 16 months. Now is the time for Monmouth’s board of directors to schedule the long-awaited annual meeting of Monmouth shareholders. The board has let the shareholders down and it’s time for the shareholders to hold it, and in particular the Landy family (three of whom are running for election this year), accountable.
We intend to continue our efforts to install experienced and independent directors who are committed to running an appropriate strategic alternatives process and to governing Monmouth in a way that benefits all shareholders.
Meanwhile, this Council should not take any action or attempt to refresh itself or claim a new enlightened perspective on the composition or governance of the Council. The Council had the chance to execute their game plan and the scoreboard is clear.
Monmouth investors can access Blackwells documents and other shareholder resources at www.MaximizeMNR.com.
CERTAIN INFORMATION ABOUT PARTICIPANTS
BLACKWELLS STRONGLY RECOMMENDS THAT ALL SHAREHOLDERS OF THE COMPANY READ THE FINAL PROXY STATEMENT AND OTHER PROXY DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (the “SEC”) BECAUSE THEY CONTAIN IMPORTANT INFORMATION. THESE PROXY DOCUMENTS ARE AVAILABLE FREE OF CHARGE FROM THE SEC WEBSITE AT HTTP://WWW.SEC.GOV. FURTHERMORE, PARTICIPANTS IN THIS SOLICITATION OF PROXY WILL PROVIDE COPIES OF THE PROXY STATEMENT FREE OF CHARGE ON REQUEST. REQUESTS FOR COPIES MUST BE MADE TO BLACKWELLS.
The participants in the proxy solicitation are Blackwells, Jason Aintabi, Craig M. Hatkoff, Jennifer M. Hill, Allison Nagelberg and Todd S. Schuster (collectively, the “Participants”).
As of August 18, 2021, Blackwells beneficially owns 365,100 common shares of the Company, with a par value of $ 0.01 per share (the “Common Shares”). As of August 18, 2021, Mr. Aintabi beneficially owns 4,150,954 Common Shares, including (i) 365,100 Common Shares held by Blackwells, of which Mr. Aintabi can be deemed to be the beneficial owner, as Managing Partner of Blackwells, ET (ii) 3,767,854 common shares beneficially owned by BW Coinvest Management I LLC, including 50,000 common stock shares underlying call options exercisable within sixty (60) days of the date hereof, of which Mr. Aintabi, as owner and chairman and secretary of Blackwells Asset Management LLC, owner and sole member of BW Coinvest Management I LLC, may be deemed to be beneficial owner. As of the date hereof, Ms. Nagelberg is the beneficial owner of approximately 64,199.94 Common Shares and Mr. Schuster is the beneficial owner of 71,248 Common Shares. Neither Ms. Hill nor Mr. Hatkoff owns Common Shares as of the date hereof. Collectively, the Participants beneficially own a total of approximately 4,286,401.94 common shares, including 50,000 common stock shares underlying the call options exercisable within sixty (60) days of the date. hereof, representing approximately 4.36% of the outstanding common shares.
About Blackwells Capital
Blackwells Capital was founded in 2016 by Jason Aintabi, its chief investment officer. Since then, she has invested in government securities, engaging with management and boards, both public and private, to help unlock value for stakeholders, especially shareholders. , employees and communities. Throughout their careers, Blackwells executives have invested globally on behalf of leading private equity firms and have held operating positions and served on corporate boards of directors. media, energy, technology, insurance and real estate. For more information, please visit www.blackwellscap.com
Investors: Morrow Sodali Mike Verrechia 800-662-5200 (shareholders) 202-658-9400 (banks and brokers) Blackwells@morrowsodali.com
Media: Gagnier Communications Dan Gagnier / Jeffrey Mathews 646-569-5897Blackwells@gagnierfc.com
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