Reaffirms Commitment to Pursuing All Measures to Maximize Value for Shareholders, Including by Voting Against All Incumbent Whitestone Board Members
BALTIMORE, Jan. 7, 2026 /PRNewswire/ — MCB Real Estate (“MCB”), a leading commercial real estate developer and investment management firm with a diverse nationwide portfolio and approximately $4 billion in AUM, today sent a letter to the Board of Trustees of Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) regarding MCB’s previously announced proposal to acquire all of the outstanding shares of Whitestone REIT for $15.20 per share in cash, with no financing contingency.
The full text of the letter is as follows:
January 7, 2025
Board of Trustees
C/O David K. Holeman
Whitestone REIT
2600 S. Gessner Rd, Suite 500
Houston, TX 77063
Dear Whitestone REIT Board of Trustees:
MCB Real Estate has yet to receive a response from the Whitestone Board, management team or advisors since we submitted a compelling, fully-financed proposal to acquire Whitestone REIT at an attractive 21.0% premium to the Company’s unaffected share price on November 3, 2025. As a significant shareholder owning approximately 9.2% of outstanding shares, MCB is asking the Whitestone Board to do its job and advance the best interests of all shareholders by responding to the acquisition proposal submitted more than two months ago.
We stand ready to consummate the proposed acquisition of Whitestone for $15.20 per share – and are willing to consider increasing our proposal price if Whitestone would grant due diligence and demonstrate that more value is warranted. MCB is committed to taking all actions necessary to maximize value for Whitestone shareholders.
More than a year has passed since the Board rejected MCB’s previous acquisition proposal, but Whitestone has not made meaningful progress towards closing the Company’s significant value gap or addressing its material underperformance relative to peers. We remain resolute that a sale of the Company is the best and only way to maximize value, and that the incumbent board members must take action now or be removed. Accordingly, we remain committed to voting against all incumbent Whitestone directors at the next Annual Meeting of Shareholders.
We know many of our fellow Whitestone shareholders share our frustration with the Board and management team’s inaction, evidenced by recent public events and reporting. We ask each member of the Whitestone Board to uphold their fiduciary duty to all shareholders by authorizing engagement with MCB or entering into a public strategic alternatives process.
Sincerely,
/s/ P. David Bramble
P. David Bramble, Managing Partner
Advisors
MCB has engaged Vinson & Elkins LLP as lead counsel and Wells Fargo is serving as financial advisor to MCB. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to MCB.
About MCB Real Estate
Founded in 2007, MCB Real Estate is a community-centric, privately held national commercial real estate investment management and development firm headquartered in Baltimore, Maryland. MCB boasts a nationwide portfolio of $4 billion in assets under management totaling approximately 20 million square feet with approximately 6 million square feet in its development pipeline. Property types include industrial, retail, mixed-use, multi-family, office, and healthcare. The firm offers a seamlessly integrated suite of commercial real estate investment services, including acquisitions, development, construction, asset management, property management, leasing, marketing, financing and legal expertise, thus ensuring comprehensive support throughout every stage of an asset’s lifecycle. www.mcbrealestate.com.
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which MCB has made to acquire all of the outstanding shares of the Company. In furtherance of this proposal and subject to future developments, MCB (and, if a negotiated transaction is agreed, the Company) may file one or more proxy statements, tender offer or other documents with the U.S. Securities and Exchange Commission (“SEC”). This communication is not a substitute for any proxy statement, prospectus, tender offer document or other document MCB or the Company may file with the SEC in connection with the proposed transaction.
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, MCB and its executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Additional information regarding the interests of such potential participants will be included in one or more proxy statements, tender offer documents or other documents filed with the SEC if and when they become available. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents (if and when available) may be obtained free of charge from the SEC’s website at http://www.sec.gov.
Media Contacts
Andrew Siegel / Lyle Weston
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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SOURCE MCB Real Estate
