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MCB Calls on Whitestone to Maximize Shareholder Value

Core Viewpoint - MCB Real Estate has proposed an acquisition of Whitestone REIT at $15.00 per share, representing a 14.5% premium to the share price prior to MCB's initial proposal and a 61.8% premium to the unaffected share price before the rumored Fortress proposal. The Whitestone Board has rejected this proposal without meaningful engagement [1][2]. Group 1: Proposal Details - MCB's acquisition proposal offers immediate value to Whitestone shareholders, with a cash offer of $15.00 per share [1]. - The proposal reflects a 14.5% premium to Whitestone's share price before MCB's initial proposal on June 3, 2024, and a 61.8% premium to the share price prior to the Fortress proposal rumors on October 26, 2023 [1]. - MCB has made multiple attempts to engage with the Whitestone Board regarding the proposal but has faced consistent refusal [1]. Group 2: Shareholder Returns - Since the current management took over on January 18, 2022, Whitestone has delivered total shareholder returns of only 0.1% until October 25, 2023 [2]. - Following the rumored Fortress proposal, Whitestone's total shareholder returns increased to 57.7%, influenced by MCB's share acquisitions and two acquisition proposals [2]. Group 3: Shareholder Concerns - MCB has received feedback from other shareholders expressing support for a potential transaction and frustration with the Whitestone Board's lack of engagement [3]. - The Board's refusal to provide due diligence or engage in discussions is seen as inconsistent with its responsibilities, indicating entrenchment [3]. Group 4: Questions for Whitestone Board - MCB has outlined several critical questions for the Whitestone Board to address, including inquiries about the company's net asset value (NAV), discounted cash flow (DCF) forecasts, and the rationale behind the Board's refusal to engage with potential buyers [4]. - Specific questions include the NAV estimates, the intrinsic value compared to MCB's proposal, and the Board's plans to maintain share price if MCB withdraws its offer [4]. Group 5: Conference Call and Engagement - MCB urges Whitestone shareholders to participate in the upcoming earnings conference call to hear the management's responses to the outlined questions [5]. - P. David Bramble from MCB plans to join the call to seek answers but anticipates being rebuffed again [5].