Whitestone Seeks to Distract Shareholders from its Board and Management's Many Failings and Scandals by Promoting a False Narrative About Erez's Intentions
Urgent Change is Desperately Needed at Whitestone, with New Trustees that Bring Relevant REIT Capital Markets and Shopping Center Experience, to Create Long-Term Value for Shareholders
Encourages Whitestone Shareholders to Vote "FOR" Catherine Clark and Bruce Schanzer and to "WITHHOLD" from David Taylor and Nandita Berry Using the BLUE Proxy Card
NEW ROCHELLE, N.Y., May 8, 2024 /PRNewswire/ -- Erez Asset Management, LLC ("Erez"), a shareholder of Whitestone REIT (NYSE:WSR) ("Whitestone" or the "Company") which has nominated two candidates for election at Whitestone's upcoming 2024 Annual Meeting of Shareholders, today sent a letter to the Company's shareholders.
The full text of the letter is below:
Dear Fellow Whitestone REIT Shareholders,
Ask yourselves:
Why is Whitestone's Board of Trustees so vehemently opposed to the addition of Erez's two nominees, each of whom have significant REIT capital markets and shopping center experience, when the current Board has no such experience?
Whitestone is squandering significant capital to keep our nominees off the Board, thereby increasing G&A, when these monies could be better invested in growing the value of the Company. Why is the Company doing something that so clearly is not in the best interest of shareholders?
The reason: Whitestone's Board is entrenched, insular, and does not have the best interests of shareholders as its highest value.
In our communications with you, we have raised serious, urgent concerns about Whitestone's poor capital allocation, corporate management, and governance practices that we believe can be most effectively addressed with the input of new trustees with subject matter expertise. Specifically, we have outlined in detail how Whitestone's current Board is responsible for:
1) Major governance and disclosure failures that have deprived shareholders of a truly independent Board and have disenfranchised shareholders;
2) Unfathomable capital allocation decisions, such as below-NAV equity offerings that were immediately followed by distributions of the just-raised capital back to shareholders as dividends, that continue to destroy hundreds of millions of dollars in shareholder value; and
3) Poor corporate management and weak oversight of management resulting in both short-term and long-term guidance misses, creating a crisis of confidence in Whitestone among the REIT investment community and the capital markets.
These are the reasons that Whitestone continues to trade at the largest discount to net asset value (NAV) and at the lowest earnings multiple of any of the shopping center REITs it cites as its peers.
Yet rather than address these failings, the Whitestone Board continues to distract shareholders by promoting a false and irrelevant narrative: that Erez solely wants Whitestone to be sold and, more recently, that Erez secretly intends to buy Whitestone.
Let's address the latter point first: Erez has no secret plan to acquire Whitestone. To be clear, Erez is not capitalized to buy Whitestone, is not seeking to raise capital to acquire Whitestone, and has no intention of acquiring Whitestone. The Whitestone Board has disingenuously pointed to an outdated presentation of a strategy that Erez never pursued as evidence of "deception." There is simply none to be found.
As for whether Erez wants Whitestone to be sold, while any responsible board should be open to a value maximizing sale, we have repeatedly articulated our plans for Whitestone. As trustees, we would seek to:
1) Improve ...