CLEVELAND, Nov. 15, 2018
/PRNewswire/ -- Forest City Realty Trust, Inc. ("Forest City")
(NYSE: FCEA) today announced that its stockholders approved the
acquisition of Forest City by a real estate investment fund of
Brookfield Asset Management Inc. ("Brookfield") (NYSE: BAM) (TSX: BAM.A)
(Euronext: BAMA) at its special meeting of stockholders held today,
pursuant to the merger agreement dated July
30, 2018.
With the approval by Forest City stockholders, Forest City
expects that the acquisition will be completed in December on or
prior to December 10, 2018, subject
to the satisfaction or waiver of the remaining closing
conditions. Forest City does not expect to declare or make
any pre-closing dividends or distributions.
Lazard and Goldman Sachs & Co. LLC are acting as financial
advisors to Forest City and Sullivan & Cromwell LLP is acting
as legal counsel. Wachtell, Lipton, Rosen & Katz is acting as
legal counsel to the Forest City Board of Directors.
Forest City Realty Trust, Inc. is a NYSE-listed national
real estate company with $8.6 billion
in consolidated assets. Forest City is principally engaged in the
ownership, development, management and acquisition of commercial,
residential and mixed-use real estate in key urban markets in
the United States. For more
information, please visit www.forestcity.net.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication, including, without
limitation, statements regarding the proposed acquisition of Forest
City by an entity affiliated with a Brookfield real estate investment fund (the
"proposed transaction"), plans and objectives, and management's
beliefs, expectations or opinions, may contain forward-looking
information within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements relate to
future, not past, events and often address expected future actions
and expected future business and financial performance.
Forward-looking statements may be identified by the use of words
such as "potential," "expect," "intend," "plan," "may," "subject
to," "continues," "if" and similar words and phrases. These
forward-looking statements are not guarantees of future events and
involve risks, uncertainties and assumptions that are difficult to
predict.
Actual results, developments and business decisions may differ
materially from those expressed or implied in forward-looking
statements as a result of factors, risks and uncertainties over
many of which Forest City has no control. These factors, risks and
uncertainties include, but are not limited to, the following: (1)
the conditions to the completion of the proposed transaction
potentially not being satisfied; (2) the parties' ability to meet
expectations regarding the timing of the proposed transaction; (3)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the transaction agreement
between the parties to the proposed transaction; (4) the effect of
the announcement or pendency of the proposed transaction on
business relationships, operating results, and business generally;
(5) risks that the proposed transaction disrupts current plans and
operations and potential difficulties in employee retention as a
result of the proposed transaction; (6) risks related to diverting
management's attention from ongoing business operations; (7) the
outcome of any legal proceedings that have or may be instituted
related to the proposed transaction or the transaction agreement
between the parties to the proposed transaction; (8) the amount of
the costs, fees, expenses and other charges related to the proposed
transaction; (9) general economic conditions, particularly those in
the real estate development and property sectors; (10) stock
trading prices; and (11) other factors discussed from time to time
in the reports of Forest City filed with the SEC, including the
factors discussed in Item 1A of Forest City's most recent Annual
Report on Form 10-K as filed with the SEC on February 22, 2018, which are available free of
charge at http://www.sec.gov.
Forward-looking statements reflect the views and assumptions of
management as of the date of this communication with respect to
future events. Forest City does not undertake, and hereby
disclaims, any obligation, unless required to do so by applicable
laws, to update any forward-looking statements as a result of new
information, future events or other factors. The inclusion of any
statement in this communication does not constitute an admission by
Forest City or any other person that the events or circumstances
described in such statement are material.
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SOURCE Forest City Realty Trust, Inc.