Highlights Decades-Long Underperformance,
Mismanagement and Poor Corporate Governance; Meaningful Structural
Change Overseen by Independent Directors is Required for Value
Creation
Bow Street’s Nominees Bring Diverse, Highly
Relevant Backgrounds to Board in Need of Independent Oversight and
Willingness to Evaluate ALL
Opportunities to Maximize Shareholder Value
Urges Mack-Cali Shareholders to Vote the
GOLD Proxy Card FOR Bow Street’s Four Highly-Qualified,
Independent Director Nominees
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 released an in-depth investor
presentation to Mack-Cali shareholders detailing the case for
long-overdue change at Mack-Cali.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20190522005234/en/
The presentation and additional information regarding
THE CASE FOR CHANGE AT MACK-CALI is
available at:
http://bowstreetllc.com/mack-cali/.
Highlights of the presentation include:
- Why new board leadership and structural
change are immediately required at Mack-Cali to maximize value for
all shareholders;
- Mack-Cali’s current intractable state –
over-levered, under-occupied, structurally impaired, and lacking a
credible path to sustainable shareholder value creation;
- The decades-long, massive value
destruction overseen by Mack-Cali’s deeply entrenched Board during
a period of unprecedented value creation in the real estate
sector;
- Mack-Cali’s poor corporate governance,
overseen by directors who lack oversight and accountability, are
loyal to Chairman William Mack, and the majority of whom have
served on the Board for over 15 years;
- How the Board has failed shareholders
by overpromising and underdelivering on strategies that have eroded
shareholder value;
- Why a robust, transparent exploration
of strategic alternatives is needed to unlock shareholder
value;
- The blatant fallacies Mack-Cali has fed
shareholders to mask its decades of underperformance, mismanagement
and missed opportunities;
- The diverse, highly relevant
backgrounds of Bow Street’s four independent director nominees who
bring the oversight required to reverse the status quo; and
- The best path forward for Mack-Cali,
which includes a reconstituted Board mandated to create value for
all shareholders by focusing on meaningful solutions that address
Mack-Cali’s structural issues.
Akiva Katz and Howard Shainker, Managing Partners of Bow Street,
said, “Over the last two decades, the Mack-Cali Board has failed
shareholders. During a period of unprecedented prosperity in the
real estate sector, Mack-Cali has not only drastically
underperformed all relevant office and apartment REIT indices, but
has also consistently been the worst performing stock among its
self-selected peers. To make matters worse, the Board responsible
for this decades-long, abysmal performance, largely remains in
place today. Mismanagement by this deeply entrenched Board has left
the Company trapped – massively underperforming, structurally
challenged, over-levered, under-occupied, and lacking any credible
path to sustainable shareholder value creation. It is clear to us
that absent immediate structural change overseen by independent
directors, value erosion at Mack-Cali will continue to persist.
“It is time for a new day at Mack-Cali. Bow Street’s four highly
capable director nominees bring independence and skillsets to a
Board in need of rigorous oversight and a willingness to evaluate
all opportunities to fix Mack-Cali’s broken structure and create
meaningful value for shareholders.”
Bow Street urges shareholders to protect their
investment and vote the GOLD
proxy card FOR its four
highly-qualified, independent director nominees who bring diverse,
relevant backgrounds to a Board in need of fresh perspectives and
independent oversight. If elected, Bow Street’s nominees will take
a new approach to value creation and pledge to work alongside the
incumbent directors to explore ALL opportunities to maximize shareholder
value.
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
REMEMBER:
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 Street’s 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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190522005234/en/
MediaGasthalter & Co.Jonathan Gasthalter/Amanda
Klein(212) 257 4170
InvestorsInnisfree M&A IncorporatedScott
Winter/Gabrielle Wolf(212) 750 5833
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