UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement | ||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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Definitive Proxy Statement | ||
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Soliciting Material under §240.14a-12 | ||
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MACK-CALI REALTY CORPORATION | |||
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Mack-Cali Sets the Record Straight Following Bow Streets Disingenuous, Misleading Statements Regarding Settlement Discussions
JERSEY CITY, N.J., May 20, 2019 Mack-Cali Realty Corporation (NYSE: CLI) (the Company or Mack-Cali) today issued a public statement in response to a letter dated May 17, 2019 from Bow Street Special Opportunities Fund XV, LP (Bow Street) to William L. Mack, Chairman of the Mack-Cali Board of Directors, regarding recent settlement discussions between Mack-Cali and Bow Street relating to Bow Streets ongoing proxy contest. Mack-Cali believes it is important to set the record straight about Bow Streets deceptive and misleading portrayal of the circumstances in which the settlement discussions between the parties were terminated.
Last week, Mr. Mack accepted a request from a representative of Bow Street for a meeting to discuss an amicable resolution of Bow Streets proxy contest. In the days following, Mr. Mack met with Bow Streets representative on two occasions. During these meetings, the parties discussed and reached an agreement regarding the terms of a potential settlement.
Under the agreement, the Mack-Cali Board of Directors would nominate two candidates from Bow Streets slate to stand for election as directors at the Companys upcoming Annual Meeting of Stockholders (the Annual Meeting), in addition to the other candidates previously nominated by the Board. The parties also agreed that the Board would establish a Strategic Review Committee (the Committee) comprising four independent directors, including two of the Companys incumbent directors and the two Bow Street nominated directors, to conduct a review of the Companys strategic direction. The Committee would determine, with the assistance of one or more independent real estate valuation firms, the value that could be realized in a sale of the Company or all or a portion of its assets, on a going concern basis, and make a recommendation to the Board, including as to whether it would be advisable to consider a sale of the Company or any of its assets at this time, continue to execute on the Companys business plan and ongoing asset portfolio transformation, or take other actions that it deems advisable.
On May 16, 2019, the Company provided to Bow Street a draft settlement agreement reflecting the terms agreed upon by Mr. Mack and Bow Streets representative. To the Companys surprise, Bow Street responded by providing a revised draft that demonstrated a 180-degree flip from the settlement terms previously agreed upon by the parties. Among other things, Bow Streets draft contemplated that the Committee would conduct a sale process, including hiring an investment banker and receiving acquisition proposals from third parties. Moreover, Bow Streets draft provided that Bow Street would be actively involved in the Committees work, including engaging with potential bidders to the extent Bow Street deems necessary and presenting its views to the Committee at least twice before the Committee would make any final recommendation to the Board.
In essence, Bow Streets revised draft contemplated that Bow Street, a 4.5% stockholder and an interested party that submitted to the Company its own proposal to acquire certain of Mack-Calis premier assets at a grossly inadequate price, would not only participate in a sale process alongside the independent members of the Committee, but also effectively control that process and the
evaluation of any third-party offers, while at the same time having the right to submit its own bids to acquire the Company or selected assets. Given Bow Streets expressed desire to either buy certain of the Companys assets at a price well below their fair market value or preserve its right to bid on the whole Company, Bow Streets unacceptable proposed settlement terms would result in a clear conflict of interest and a dangerously unfair process that would position the hedge fund to profit at the expense of all other Mack-Cali stockholders.
In its letter, Bow Street describes its revisions to the settlement agreement as mere clarifications that were entirely within the spirit of the parties previous discussions, which is just not true. The Company believes that Bow Streets response to the Companys fair and generous settlement proposal (well above and beyond anything that a relatively small, recent investor such as Bow Street could expect) clearly indicates that Bow Street is not interested in reaching a fair settlement and that the sole objective of its proxy contest remains to facilitate its self-interested proposal to acquire Mack-Calis premium office assets at a grossly inadequate price or to force a fire sale of the Company in order to make a quick profit on its recent investment, to the detriment of all other stockholders. The Company believes that Bow Street has again employed a bait and switch strategy in an effort to advance its self-interested agenda. Bow Streets conduct (including the fact that it chose to disclose the content of confidential settlement communications without the Companys permission) raises serious concerns about Bow Streets good faith, integrity and trustworthiness.
While the Company continues to believe that an amicable resolution of Bow Streets expensive and disruptive proxy contest would be in the best interests of the Company and its stockholders, in these circumstances, the Company had no choice but to terminate settlement discussions with Bow Street.
Mack-Cali strongly recommends that stockholders vote the WHITE proxy card FOR all of Mack-Calis 11 nominees.
Every Stockholders Vote Is Important,
No Matter How Many or How Few Shares You Own
Stockholders who have questions or require any assistance voting their shares should contact Mack-Calis proxy solicitor:
MacKenzie Partners, Inc.
Stockholders may call toll-free: (800) 322-2885
OR
Collect: (212) 929-5500
About Mack-Cali Realty Corporation
One of the countrys leading real estate investment trusts (REITs), Mack-Cali Realty Corporation is an owner, manager and developer of premier office and multifamily properties in select waterfront and transit-oriented markets throughout New Jersey. Mack-Cali is headquartered in Jersey City, New Jersey, and is the visionary behind the citys flourishing waterfront, where the
company is leading development, improvement and place-making initiatives for Harborside, a master-planned destination comprised of class A office, luxury apartments, diverse retail and restaurants, and public spaces.
A fully-integrated and self-managed company, Mack-Cali has provided world-class management, leasing, and development services throughout New Jersey and the surrounding region for two decades. By regularly investing in its properties and innovative lifestyle amenity packages, Mack-Cali creates environments that empower tenants and residents to reimagine the way they work and live.
For more information on Mack-Cali Realty Corporation and its properties, visit www.mack-cali.com.
Forward-Looking Statements
Statements made in this press release may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of words such as may, will, plan, potential, projected, should, expect, anticipate, estimate, target, continue, or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading Disclosure Regarding Forward-Looking Statements and Risk Factors in the Companys Annual Report on Form 10-K, as may be supplemented or amended by the Companys Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise, except as required under applicable law.
Important Additional Information and Where to Find It
This press release may be deemed to contain solicitation material in respect to the solicitation of proxies from the Companys stockholders in connection with the 2019 Annual Meeting of Stockholders (the Annual Meeting). The Company has filed with the Securities and Exchange Commission (the SEC) and mailed to its stockholders a definitive proxy statement and accompanying WHITE proxy card in connection with the Annual Meeting. The definitive proxy statement contains important information about the Company, the Annual Meeting and related matters. Stockholders may obtain a free copy of the definitive proxy statement and other documents that the Company files with the SEC on the SECs website, at www.sec.gov. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION.
Certain Information Regarding Participants
Mack-Cali, its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Companys stockholders in connection with the Annual Meeting. Information regarding the names of the Companys directors and executive officers and their respective interests in the Company is set forth in the definitive proxy statement and other relevant solicitation materials filed by the Company. These documents, and any and all other documents filed by the Company with the SEC, may be obtained by investors and
stockholders free of charge on the SECs website at www.sec.gov. Copies are available at no charge on the Companys website at https://www.mack-cali.com.
Contacts:
David Smetana |
Deidre Crockett |
Mack-Cali Realty Corporation |
Mack-Cali Realty Corporation |
Chief Financial Officer |
Senior Vice President, |
(732) 590-1035 |
Corporate Communications |
dsmetana@mack-cali.com |
and Investor Relations |
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(732) 590-1025 |
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dcrockett@mack-cali.com |
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Proxy Solicitor: |
Media Contacts: |
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Lawrence E. Dennedy |
Andrew Siegel / Viveca Tress |
MacKenzie Partners, Inc. |
Joele Frank, Wilkinson Brimmer Katcher |
(212) 929-5500 |
(212) 355-4449 |
ldennedy@mackenziepartners.com |
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