2014

Notice of Filing Securities Class Action Against Piedmont Office Realty Trust, Inc. (f/k/a Wells Real Estate Investment Trust, Inc.), W. Wayne Woody, Michael R. Buchanan, Wesley E. Cantrell, William H. Keogler, Jr., Donald S. Moss and Donald A. Miller

    HAVERFORD, Pa., Oct. 26 /PRNewswire/ -- The law firms of Chimicles &
 Tikellis LLP, Labaton Sucharow LLP and Chitwood Harley Harnes LLP announce
 that a securities class action lawsuit was commenced in the United States
 District Court for the Northern District of Georgia against nominal
 defendant Piedmont Office Realty Trust, Inc. (f/k/a Wells Real Estate
 Investment Trust, Inc. ("Wells REIT")) or ("Piedmont") and W. Wayne Woody,
 Michael R. Buchanan, Wesley E. Cantrell, William H. Keogler, Jr., Donald S.
 Moss and Donald A. Miller (collectively the "Individual Defendants"), on
 behalf of: (a) a Class of all persons who were entitled to tender their
 shares pursuant to the Tender Offer Statement on Schedule TO under Section
 14(d)(1) or 13(e)(1) of the Exchange Act, filed by Lex-Win Acquisition, LLC
 ("Lex-Win") on May 25, 2007, as Amended or Supplemented, and who suffered
 harm as a result of the actions complained of herein ("Tender Offer
 Class"); and (b) on behalf of a Class of all persons who are entitled to
 vote on the Final Proxy that was disseminated to investors, pursuant to
 Section 14(a) of the Exchange Act on October 16, 2007 ("Proxy Class").
 
     Plaintiff is filing this action as a companion to its case pending in
 the United States District Court for the Northern District of Georgia
 captioned In Re Wells Real Estate Investment Trust, Inc. Securities
 Litigation, Case No. 1:07-cv-00862-CAP (N.D. Ga.), which alleges violations
 of the federal securities laws and breaches of fiduciary duty by Wells REIT
 and certain of its affiliates, officers and directors in connection with
 Wells REIT's proxy statement that was filed with the SEC on February 26,
 2007 ("Proxy") seeking shareholder approval to merge affiliates of the
 Company (the "Advisor") into Wells REIT for $175 million worth of the
 Company's stock ("Internalization"). Plaintiff was appointed Lead Plaintiff
 in the already pending litigation, and the law firms of Chimicles &
 Tikellis LLP, Labaton Sucharow LLP and Chitwood Harley Harnes LLP were
 appointed as Lead Counsel.
 
     The Complaint in this companion suit charges defendants with violations
 of the federal securities laws, including Sections 14(a) and 14(e) of the
 Securities Exchange Act of 1934 ("Exchange Act") and Rules 14a-9 and
 14e-2(b) promulgated thereunder. In addition, by virtue of the defendants'
 conduct, the Complaint alleges that defendants have also breached their
 fiduciary duties owed to the proposed Classes.
 
     Specifically, the Complaint alleges, among other things, that:
 
     (1) On May 23, 2007, Piedmont filed a Form S-11 Registration Statement
 with the SEC announcing the Company's intention to apply to list its stock
 on the New York Stock Exchange ("Listing") and to conduct an underwritten
 offering of up to $345 million of its stock ("Underwritten Offering"). The
 Listing and Underwritten Offering have not yet occurred.
 
     (2) In response to a Tender Offer Statement on Schedule TO under
 Section 14(d)(1) or 13(e)(1) of the Exchange Act filed on May 25, 2007 by
 Lex-Win, an unaffiliated third party seeking to purchase approximately 5.2%
 of the outstanding shares of Piedmont at $9.00 net per share, on June 8,
 2007 ("May 25 Lex-Win Tender Offer"), Piedmont filed a Schedule 14D-9
 Solicitation/Recommendation Statement under Section 14(d)(4) of the
 Securities Exchange Act of 1934 ("Schedule 14D-9") responding to the
 Lex-Win Tender Offer and recommending that the Company's stockholders
 reject the May 25 Lex-Win Tender Offer and not tender their shares to the
 offerors. The recommendation to reject the May 25 Lex-Win Tender Offer was
 largely based on "the current business plan in effect for the future of the
 Company as disclosed in the May 23 Registration, including a potential
 listing of its shares of common stock on a national exchange" and "the
 Board's belief that the timing of the Offer is intended to take advantage
 of any potential increase in the value of the Company's shares associated
 with a possible listing and trading of the Company's shares on a national
 exchange."
 
     (3) In response to Lex-Win's supplement to its May 25 Tender Offer
 increasing the offer price to $9.30 per share and increasing the number of
 shares sought to 9.3% of the outstanding shares of the Company ("Revised
 Tender Offer"), on June 18, 2007 Piedmont filed with the SEC its Amendment
 No. 1 to its Schedule 14D-9, responding to the Revised Offer and
 recommending to Piedmont shareholders that they reject the Revised Offer
 ("Amended Response"). The Amended Response omitted any reference to the May
 23 Registration Statement or the potential listing as reasons for
 recommending against the Revised Tender Offer.
 
     (4) On July 20, 2007, the Lex-Win Tender Offer (collectively, the May
 25 Lex-Win Tender Offer and Revised Tender Offer are referred to as
 "Lex-Win Tender Offer") expired. During the time that the Lex-Win Tender
 Offer was open and pending, the Individual Defendants knew or wrongfully
 disregarded that the listing of Piedmont's stock on a national securities
 exchange was highly unlikely. As of June 18, when the Company filed its
 Amended Response to the Revised Tender Offer, completely eliminating any
 reference to the May 23 Registration Statement or the prospective listing
 in providing the reasons for its recommendation against tendering, the
 Board had already determined that the Underwritten Offering and listing
 were not likely to occur. The Board failed to supplement or amend its 14D-9
 Solicitation/Recommendation Statement to disclose this material fact that
 would have been important to an investor in determining whether to tender
 his shares.
 
     (5) On October 16, 2007, Piedmont filed a Schedule 14A Proxy Statement
 pursuant to Section 14(a) of the Exchange Act ("Final Proxy"), stating that
 it was delaying the listing and seeking shareholder approval of an
 extension of the Charter-mandated Liquidity Deadline from January 30, 2008
 to July 30, 2009, and to provide the board of directors with the
 discretionary authority to extend the Liquidity Deadline further from July
 30, 2009 to January 30, 2011, without further shareholder action. The
 Complaint asserts that the Final Proxy is false and misleading because,
 among other things, it states that a recent decline in the REIT market and
 the so-called credit crunch were the reasons for the proposed extension. In
 fact, these economic conditions are not only misrepresented, but they are
 nothing but a subterfuge since the Director Defendants had abandoned the
 idea of a 2007 listing by the time they filed their June 18 Amended
 Response to the Lex-Win Tender Offer.
 
     (6) The Individual Defendants owe fiduciary duties to the Classes,
 which were breached by: (a) failing to recommend that in light of the
 unlikelihood of a timely listing and the absence of other viable liquidity
 options, the Lex-Win Tender Offer constituted a reasonable and prudent exit
 strategy that shareholders should seriously consider as a liquidity option;
 (b) failing, in the Schedule 14D-9, to fully inform the stockholders about
 the likelihood of a liquidity event and utilizing their fiduciary position
 to recommend against tendering shares in order to retain control over the
 Company; (c) failing to determine whether the extension of the Liquidity
 Deadline is in the best interest of the shareholders; (d) placing their own
 personal self-interests above the Class members' best interests, and by
 seeking to conceal their fiduciary failures by means of a false and
 misleading Final Proxy and related proxy materials; and (e) by
 disseminating materially false and misleading proxy materials.
 
     This suit seeks to recover damages on behalf of a Class of all persons
 who were entitled to tender their shares pursuant to the Lex-Win Tender
 Offer and seeks damages and injunctive relief on behalf of a Class of all
 persons who are entitled to vote on the false and misleading Final Proxy
 that was disseminated to investors on October 16, 2007.
 
     If you were entitled to tender your shares pursuant to the Lex-Win
 Tender Offer by virtue of your ownership of Piedmont (f/k/a Wells REIT)
 securities, OR if you are entitled to vote on the Final Proxy by virtue of
 your ownership of Piedmont (f/k/a Wells REIT) securities, you may, no later
 than December 26, 2007, apply to the United States District Court, Northern
 District of Georgia, to be appointed as a Lead Plaintiff in this proposed
 class action. A Lead Plaintiff is a representative, chosen by the Court,
 who acts on behalf of other class members in directing the litigation. The
 Private Securities Litigation Reform Act of 1995 directs Courts to assume
 that the class member(s) with the "largest financial interest" in the
 outcome of the case will best serve the class in this capacity. Your
 ability to share in any recovery is not, however, affected by the decision
 whether or not to serve as a lead plaintiff. You may retain Chimicles &
 Tikellis LLP, Labaton Sucharow LLP, Chitwood Harley Harnes LLP, or other
 counsel of your choice, to serve as your counsel in this Action.
 
     If you would like additional information on this Action, please visit
 http://www.chimicles.com. If you wish to discuss this Action or have any
 questions concerning this notice or your rights or interests, please
 contact plaintiff's counsel Nicholas E. Chimicles or Kimberly M. Donaldson
 toll free at 1-888-805-7848 or via email at kimdonaldson@chimicles.com. For
 more detailed information about the firm, please visit its website at
 http://www.chimicles.com.
 
     CONTACT:
     Nicholas E. Chimicles
     Kimberly M. Donaldson
     CHIMICLES & TIKELLIS LLP
     361 West Lancaster Avenue
     Haverford, PA 19041
     Telephone: 610-642-8500
     Fax: 610-649-3633
     Website: www.chimicles.com
     E-Mail: kimdonaldson@chimicles.com
 
     Lawrence A. Sucharow
     Joseph Sternberg
     LABATON SUCHAROW LLP
     140 Broadway
     New York, New York 10005
     Telephone: 212- 907-0700
     Fax: 212-818-0477
     Website: www.labaton.com
     E-Mail: info@labaton.com
 
     Robert W. Killorin
     CHITWOOD HARLEY HARNES LLP
     2300 Promenade II
     1230 Peachtree Street, NE
     Atlanta, GA 30309
     Telephone: (404) 873-3900
     Fax: (404) 876-4476
     Website:www.chitwoodlaw.com
     E-mail: rkillorin@chitwoodlaw.com
 
 
 
 
 

SOURCE Chimicles & Tikellis LLP

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