Bow Street LLC (“Bow Street”), a New York-based investment firm that beneficially owns approximately 4.5% of the outstanding shares of common stock of Mack-Cali Realty Corporation (Mack-Cali or the Company) (NYSE: CLI), today sent a letter to Mack-Cali Chairman William Mack expressing Bow Streets concern at his abrupt termination of settlement discussions.
May 17, 2019
Dear Mr. Mack,
Over the past week, we engaged in several conversations which we believed to be constructive and would result in a fair and straightforward resolution of our ongoing proxy contest. As such, we were pleased when you sent us a Settlement Agreement calling for the establishment of a Strategic Review Committee of the Board, comprised of two Bow Street nominees and two Mack-Cali incumbent directors, with a mandate to review the Companys strategic direction and explore the value to be realized from a sale of the Company or any of its assets.
Our comments to the Settlement Agreement were entirely within the spirit of our discussions and only clarified the Strategic Review Committees ability to independently evaluate the best path forward for Mack-Cali. We were therefore surprised that following receipt of our comments, you called this morning to simply inform us that our changes did not work. Before giving us a moment to speak, you abruptly hung up the phone, only to call us back a moment later and hang up the phone again.
We believe our comments were in the best interests of shareholders. They included:
|1.||Bow Street and Mack-Cali agreeing in advance to the directors that would comprise the Strategic Review Committee;|
|2.||Enabling the Strategic Review Committee to engage an investment bank instead of a valuation firm, which we believe would be better positioned to determine the value that could be expected to be received in a strategic transaction as compared to the value of the Company on a standalone basis; and|
|3.||In the event that Mack-Cali receives any unsolicited proposals, providing the Special Review Committee with a mandate to review such proposals.|
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.
|Akiva Katz||Howard Shainker|
|Managing Partner||Managing Partner|
Bow Street urges shareholders to protect their investment and vote the GOLD proxy card FOR its four, highly-qualified nominees who bring diverse, relevant backgrounds to a Board in need of change. If elected, Bow Streets nominees will take a fresh approach to value creation and pledge to work alongside the incumbent directors to evaluate ALL opportunities to maximize shareholder value.
Additional information outlining the case for change at Mack-Cali can be found at: http://bowstreetllc.com/mack-cali/.
Your Vote Is Important, No Matter How Many or How Few Shares You Own!
|Please vote today by telephone, via the Internet or|
by signing, dating and returning the enclosed GOLD proxy card.
Simply follow the easy instructions on the GOLD proxy card.
|If you have questions about how to vote your shares, please contact:|
INNISFREE M&A INCORPORATED
Shareholders May Call Toll-free: (877) 800-5182
Banks and Brokers May Call Collect: (212) 750-5833
Please simply discard any White proxy card that you may receive from Mack-Cali. Returning a White proxy card “ even if you withhold on the Company’s nominees “will revoke any vote you had previously submitted on Bow Streets GOLD proxy card.
About Bow Street LLC
Founded in 2011, Bow Street is a New York-based investment manager that partners with institutional investors and family offices globally to invest opportunistically across public and private securities.
Bow Street LLC (“Bow Street”), A. Akiva Katz, Howard Shainker, Alan R. Batkin, Frederic Cumenal, MaryAnne Gilmartin, and Nori Gerardo Lietz (collectively, the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of proxy to be used in connection with the solicitation of proxies from shareholders of Mack-Cali Realty Corporation (the “Company”). All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying proxy card is being furnished to some or all of the Company’s shareholders and is, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/ or from the Participants’ proxy solicitor, Innisfree M&A Incorporated.
Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the definitive proxy statement on Schedule 14A filed by Bow Street with the SEC on May 1, 2019. This document is available free of charge from the sources indicated above.
This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release are for general information only, and are not intended to provide investment advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking statements, which are not guarantees of future performance or results, and the words anticipate, believe, expect, potential, could, opportunity, estimate, and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this presentation in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. Bow Street disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Past performance is not indicative of future results.
Gasthalter & Co.
(212) 257 4170
Scott Winter/Gabrielle Wolf
(212) 750 5833