Sends Open Letter to Mack-Cali Shareholders Outlining Requirements
to Ensure Strategic Review Committee’s Success
Urges Mack-Cali Shareholders to VOTE the GOLD
Proxy Card FOR the Election of Bow Street’s
Four Highly-Qualified, Independent Director Nominees
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 calling on the Mack-Cali Board of Directors (the
“Board”) to clearly define the mandate of its Strategic Review Committee
by June 3rd, 2019. In conjunction with this request, Bow
Street is sending an open letter to Mack-Cali shareholders outlining the
terms under which the Strategic Review Committee must be established in
order to determine the best path forward for Mack-Cali and its
The full text of the letter is below.
Dear Fellow Mack-Cali Shareholders:
It is clear to us that only significant structural change will unlock
shareholder value at Mack-Cali.
We are therefore pleased that in response to shareholder pressure, after
weeks of rejecting calls to explore strategic alternatives, the Company
announced a Strategic Review Committee, comprised of independent
directors, to consider all opportunities for maximizing shareholder
value, including a sale of the Company.
Furthermore, we are pleased that the Company recognizes the significant
value of adding two of Bow Street’s highly-qualified, independent
director nominees – MaryAnne Gilmartin and Frederic Cumenal – to its
Board. We believe the fresh perspectives, skillsets and independent
oversight that Ms. Gilmartin and Mr. Cumenal bring to the Boardroom will
ensure that the Board evaluates all solutions to address Mack-Cali’s
structural issues in creating value for shareholders.
However, we strongly believe that an effective Strategic Review
Committee must be equipped with the resources and mandate to determine
the best path forward for Mack-Cali and its shareholders.
To ensure the Strategic Review Committee is more than mere window
dressing and has the ability to succeed, we urge the Company to publicly
commit to the following terms by June 3rd, 2019:
1. Appoint both of Bow Street’s independent director nominees – Ms.
Gilmartin and Mr. Cumenal – to the Strategic Review Committee;
2. Limit the Strategic Review Committee to four independent directors;
3. Empower the Strategic Review Committee to engage an investment bank
or other advisors it deems best suited to determine the value that could
be received in a strategic transaction as compared to the value of the
Company on a standalone basis;
4. Announce that the Strategic Review Committee is open and willing to
receive any and all proposals to maximize shareholder value, as the
ultimate value-maximizing transaction may be a combination of proposals
from prospective acquirers; and
5. Upon completion of the review, release the Strategic Review
Committee’s conclusions so that shareholders – as the true owners of
Mack-Cali – are apprised of the strategic direction of our Company.
If the Strategic Review Committee is established along these terms, we
believe that Mack-Cali shareholders will finally have the opportunity to
realize the value of their investment.
We strongly encourage all Mack-Cali shareholders to join us in holding
Mack-Cali and its Board accountable to the highest principles of
governance and independence.
|Managing Partner||Managing Partner|
Bow Street encourages all Mack-Cali shareholders to visit http://bowstreetllc.com/mack-cali/
to review additional information about THE CASE
FOR CHANGE AT MACK-CALI.
Your Vote Is Important, No Matter How Many or How Few Shares
|Please vote today by telephone, via the Internet or|
by signing, dating and returning the enclosed GOLD proxy
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
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
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.
Klein, (212) 257 4170
Innisfree M&A Incorporated
Winter/Gabrielle Wolf, (212) 750 5833