Mack-Cali Realty Corp. (CLI) said Thursday that Bow Street Special Opportunities Fund XV, LP has repeatedly used false and misleading statements to disparage the company's Board of Directors and disguise Bow Street's self-interested objectives. Bow Street is not interested in any strategic alternatives other than a "fire sale" of the Company or its premium assets.
Responding to a letter sent by Bow Street to Mack-Cali stockholders on May 29, 2019 in connection with Bow Street's ongoing proxy contest, Mack-Cali said 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 company's premium office assets at a price far below their fair market value.
Mack-Cali stated Bow Street's 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 indicated that Bow Street's sole objective is to profit at the expense of all other Mack-Cali stockholders.
In its letter, Bow Street had stated that William Mack, Chairman of the Mack-Cali Board of Directors, "competed directly against Mack-Cali for assets."
But, Mack-Cali clarified that neither 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 Company's acquisition of Roseland in 2012.
Contrary to Bow Street's baseless assertions, Mr. Mack has never competed with the Company or acquired any assets that would be of interest to the Company, Mack-Cali said.
The company said it believes that Bow Street's repeated falsehoods about the Mack-Cali Board's receipt and rejection of "credible" acquisition proposals constitute deliberate attempts to mislead stockholders, disparage the Board and shift investor and media attention from Bow Street's self-interested agenda.
On Wednesday, Mack-Cali Realty said that it planned to form a committee of independent directors to conduct a review of the company's strategy, which included considering a sale of the company or any of its assets, or take other action to maximize stockholder value.
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