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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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 Responds to Bow Streets Misleading Statements and Outright Lies about the Companys Board of Directors
JERSEY CITY, N.J., May 30, 2019 Mack-Cali Realty Corporation (NYSE: CLI) (the Company or Mack-Cali) today responded to a letter sent by Bow Street Special Opportunities Fund XV, LP (Bow Street) to Mack-Cali stockholders on May 29, 2019 in connection with Bow Streets ongoing proxy contest.
During the course of its self-serving and deceptive campaign, Bow Street has repeatedly used false and misleading statements to disparage the Companys Board of Directors and disguise Bow Streets self-interested objectives. Bow Streets latest letter to Mack-Cali stockholders is just another example of this deceptive and unscrupulous approach. Mack-Cali believes it is important to set the record straight about the misleading statements and outright lies contained in Bow Streets letter.
Bow Streets True Objective Is to Make a Quick Profit
In its letter, Bow Street again claims that its objective is to create value for all Mack-Cali stockholders and attempts to portray itself as a long-term investor whose interests are aligned with those of long-term Mack-Cali stockholders. In reality, however, Bow Street is a recent stockholder who began to accumulate Mack-Cali shares just a few months before launching a proxy contest to facilitate its grossly inadequate, illusory, unfinanced and unworkable proposal to acquire the Companys premium office assets at a price far below their fair market value.
Despite Bow Streets claims that it has repeatedly called on the Board to establish a truly independent committee tasked with evaluating all strategic alternatives, Bow Street is not interested in any strategic alternatives other than a fire sale of the Company or its premium assets. Bow Streets actions throughout its campaign, including its attempts to greenmail the Company by proposing to withdraw its director nominations if the Company agreed to sell certain assets to Bow Street at a wholesale price, clearly indicate that Bow Streets sole objective is to profit at the expense of all other Mack-Cali stockholders. The Company believes that Bow Streets most recent self-serving statements are yet another attempt by Bow Street to bait and switch Mack-Cali stockholders and disguise the hedge funds true motive: to force a precipitous sale of the Company or its assets at any price in order to realize a quick profit on its recent investment, to the detriment of all other stockholders.
Bow Streets Statements About Mr. Macks Conflict of Interests Are Baseless and Highly Misleading
In its letter, Bow Street falsely states that Mr. William Mack, Chairman of the Mack-Cali Board of Directors, has competed directly against Mack-Cali for assets. These baseless claims are nothing more than deliberate lies designed to disparage Mr. Macks character and reputation. Neither Mr. Mack nor any of the companies owned or controlled by him or any members of his family currently owns any office buildings in New Jersey, has purchased any New Jersey office buildings in the last 20 years or has purchased any multifamily residential buildings in New Jersey since the Companys acquisition of Roseland in 2012. Contrary to Bow Streets baseless assertions, Mr. Mack has never competed with the Company or acquired any assets that would be of interest to the Company. Moreover, the Mack-Cali Board has adopted rules and policies
that govern related-person transactions and transactions involving corporate opportunities, which are rigorously enforced by the Board under the oversight of its Audit Committee.
Bow Streets Claims That the Mack-Cali Board Received Credible Third-Party Acquisition Proposals Are Outright Lies
In its letter, Bow Street falsely claims that over the last several weeks, the Mack-Cali Board was presented with credible third-party proposals to acquire all or meaningful portions of Mack-Cali for all-cash consideration and that the Board explicitly discouraged suitors. These statements are outright lies. Bow Street is fully aware that following the Mack-Cali Boards rejection of Bow Streets own illusory, unfinanced and unworkable proposal to acquire the Companys premium office assets at a grossly inadequate price, Mack-Cali has not received or rejected any other acquisition proposals or had any discussions with any third-party suitors. The Company believes that Bow Streets repeated falsehoods about the Mack-Cali Boards receipt and rejection of credible acquisition proposals constitute deliberate attempts to mislead stockholders, disparage the Board and shift investor and media attention from Bow Streets self-interested agenda.
The New Strategic Review Committee Will Be Fully Equipped to Conduct an Independent and Thorough Review of All Available Alternatives for Maximizing Stockholder Value
As previously announced, following the Companys upcoming Annual Meeting of Stockholders (the Annual Meeting), the Mack-Cali Board intends to form a committee of independent directors to conduct a review of the Companys strategy, asset portfolio and business opportunities (the Strategic Review Committee or the Committee) to ensure that all available alternatives for continuing stockholder value creation are carefully and thoughtfully considered. The Boards decision to form the Strategic Review Committee is the result of an ongoing, constructive dialogue between the Company and its stockholders and demonstrates that the Board remains open-minded and is not opposed to any action that is in the best interests of Mack-Cali stockholders.
Contrary to Bow Streets baseless assertions, the Strategic Review Committee will have full authority to conduct an independent review of all available alternatives for maximizing stockholder value, including a potential sale of the Company. The Committee will be composed entirely of independent directors, including at least two new independent directors not currently serving on the Board. Moreover, the Board intends to extend to two of Bow Streets director nominees an offer to join the Board after the Annual Meeting and, if these individuals accept the Companys offer, appoint at least one of them to the Strategic Review Committee. The Company will also provide the Strategic Review Committee with all support necessary for the Committee to conduct a comprehensive and thorough strategic review and make its recommendation to the full Board. If, upon completion of its review, the Committee members have different views as to the best alternative for maximizing stockholder value, all of their recommendations will be presented to the full Board. The Mack-Cali Board believes that the formation of the Strategic Review Committee will allow the Company to be responsive to the wishes of Mack-Cali stockholders and ensure that all available alternatives for maximizing stockholder value are carefully and thoroughly considered.
PROTECT THE VALUE OF YOUR INVESTMENT VOTE ON 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 |
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Deidre Crockett |
Mack-Cali Realty Corporation |
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Mack-Cali Realty Corporation |
Chief Financial Officer |
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Senior Vice President, |
(732) 590-1035 |
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Corporate Communications |
dsmetana@mack-cali.com |
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and Investor Relations |
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(732) 590-1025 |
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dcrockett@mack-cali.com |
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Proxy Solicitor: |
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Media Contacts: |
Lawrence E. Dennedy |
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Andrew Siegel / Viveca Tress |
MacKenzie Partners, Inc. |
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Joele Frank, Wilkinson Brimmer Katcher |
(212) 929-5500 |
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(212) 355-4449 |
ldennedy@mackenziepartners.com |
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