Mack-Cali Terminates Settlement Talks with Dissident Investor Group
“While the company continues to believe that an amicable resolution of Bow Street's 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 Realty states.
JERSEY CITY, NJ—In an ongoing at times bitter back-and-forth battle between Mack-Cali Realty Corp. and Bow Street LLC, which has launched a proxy battle over the direction of the company, the REIT announced today it has terminated settlement discussions with the dissident shareholder group.
In a statement released this morning, Mack-Cali Realty acknowledged that settlement discussions had been engaged with Bow Street LLC, which launched a proxy fight earlier this month following the rejection of its proposal seeking the possible financial restructuring and sale of Mack-Cali Realty Corp. Bow Street, which owns about 4.5% of Mack-Cali stock, is seeking the election of its four proposed candidates to the company’s board of directors as part of its proxy contest.
Mack-Cali Realty reveals that last week Mack-Cali Board chairman William L. Mack met with representatives of Bow Street and based on those discussions provided Bow Street on May 16 a draft settlement agreement reflecting what it stated were the terms agreed upon by Mack and Bow Street’s representative.
However, Mack-Cali states, “to the company’s (Mack-Cali’s) 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.”
Mack-Cali charges that Bow Street’s revised draft contemplated that a Strategic Review Committee would conduct a sale process, including hiring an investment banker and receiving acquisition proposals from third parties. Moreover, Bow Street’s draft provided that Bow Street would be actively involved in the Strategic Review Committee 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,” the REIT stated.
Noting Bow Street’s desire to acquire some of the company’s assets at what management described at well below fair market value or reserve its right to acquire the company outright, “Bow Street’s 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,” the company noted in its statement.
“While the company continues to believe that an amicable resolution of Bow Street’s 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 Realty states.
Last Friday, Bow Street managing partners Akiva Katz and Howard Shainker sent a letter to the Mack-Cali Board Chairman expressing their concern over his “abrupt termination of settlement discussions.”
The Bow Street executives stated that their comments to the proposed settlement agreement “were entirely within the spirit of our discussions and only clarified the Strategic Review Committee’s ability to independently evaluate the best path forward for Mack-Cali.”
The letter described that the proposed settlement called for the establishment of the Strategic Review Committee of the board that was to be comprised of two Bow Street nominees and two Mack-Cali incumbent directors “with a mandate to review the company’s strategic direction and explore the value to be realized from a sale of the company or any of its assets.”
They charged that on Friday, the Mack-Cali Board chairman “called this morning to simply inform us that our changes did not work. Before giving us a moment to speak, you (Mack) abruptly hung up the phone, only to call us back a moment later and hang up the phone again,” they stated.
Noting that they believed that their comments were in the best interest of Mack-Cali shareholders, Katz and Shainker ended their letter to Mack by stating, “We hope to continue settlement discussions on the good faith terms with which we initiated them, premised on the establishment of a Strategic Review Committee with the resources, independence, and mandate to determine the best path forward for Mack-Cali and its shareholders.”