NEW YORK–(BUSINESS WIRE)–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), is today urging Mack-Cali shareholders to vote the GOLD
proxy card “FOR” ALL FOUR of
Bow Street’s highly-qualified director nominees at Mack-Cali’s Annual
Meeting of Shareholders to be held on June 12, 2019. Mack-Cali
shareholders finally have an
opportunity to influence the Company’s future by reinvigorating the
Mack-Cali Board of Directors (the “Board”) with truly independent
directors committed to driving value for all shareholders.
Vote TODAY on the GOLD
proxy card “FOR” Alan Batkin, Frederic Cumenal, MaryAnne Gilmartin, and
Nori Gerardo Lietz.
Over the past several weeks, Mack-Cali shareholders have heard a lot
from both sides. Here are the facts:
-
Over the past two decades, Mack-Cali has
generated NO value for shareholders; the Company’s share
price has consistently trailed peers, resulting in bottom quartile
performance across 3-, 5-, 10-, 15-, and 20-year periods.1
Mack-Cali shares have declined over 40%2 since William Mack
joined the Board in 1997, and have declined ~20%3 since
Michael DeMarco became CEO in 2017. -
Incumbent Mack-Cali directors William Mack, Nathan Gantcher, Alan
Philibosian and Vincent Tese have served on the Board throughout this
entire 20-year period and are directly responsible for overseeing
strategies that have resulted in a ~70%
decrease in dividends, a ~50% share price decline4
and an increase in leverage from ~4.5x Debt/EBITDA5
to over 9x Debt/EBITDA6. -
This Board is highly resistant to change and
will only do the bare minimum it believes is necessary to appease
shareholders. After 20 years of poor corporate governance,
Mack-Cali is now reluctantly considering modest half-measures in the
face of intense shareholder pressure and the prospect of losing a
proxy contest. This shift in tone comes many years too late, and the
Company’s proposed “changes” are incremental at best. Without true
independence in the Boardroom, Bow Street has no doubt that the Board
will return to business as usual – with potentially disastrous,
long-term consequences for Mack-Cali shareholders. -
Mack-Cali shareholders must hold the Board
accountable for years of failed strategies, resulting in
severe value destruction. Simply put, this Board NO
LONGER deserves the trust of shareholders.
Now is the time for shareholders to VOTE GOLD
FOR A NEW DAY MACK-CALI. Bow Street thanks all Mack-Cali
shareholders for their support.
Time is Short and Your Vote Is Important! |
To ensure that your shares are voted at the meeting, please vote |
Simply follow the easy instructions on the GOLD proxy card. |
If you have questions about how to vote your shares, please |
INNISFREE M&A INCORPORATED |
Shareholders May Call Toll-free: (877) 800-5182 |
Banks and Brokers May Call Collect: (212) 750-5833 |
REMEMBER: |
Please simply discard any White proxy card that you may receive |
|
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.
______________________________________
1
Using public REITs that were public throughout performance period with
market caps greater than $250m; Bloomberg; data as of last unaffected
trading close (3/15/2019).
2 Mack-Cali price decline
from December 1997 Cali Realty combination to 3/15/2019 (last unaffected
trading price).
3 Mack-Cali price decline from April 5,
2017 appointment of CEO DeMarco to 3/15/2019 (last unaffected trading
price).
4 Bloomberg data from 2004 to 2019.
5
Using Citigroup calculation of EBITDA from report dated 11/29/2004 and
3/3/2005.
6 Company disclosed Debt / EBITDA of 9.5x as
of 3/31/2019.
Important Information
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.
Disclaimer
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.
Contacts
Media
Gasthalter & Co.
Jonathan Gasthalter/Amanda
Klein
(212) 257 4170
Investors
Innisfree M&A Incorporated
Scott
Winter/Gabrielle Wolf
(212) 750 5833