Mack-Cali Feud With Investor Bow Street Reaches New Heights
Mack-Cali Realty Corp.'s board of directors is planning to form a committee of independent directors with the stated objective of conducting a review of what the company ought to do next. The board says that includes a wide variety of alternatives, including selling the company.
According to the board, the committee will be formed following the company's annual shareholder meeting on June 12. The move is the latest parry between Mack-Cali and New York-based investor Bow Street in a feud about the future direction of the REIT.
Bow Street, which owns about 4.5% of Mack-Cali's outstanding shares, has nominated four directors for election to the board next month. Mack-Cali has offered to seat two of the four. Bow Street is telling other investors to vote for its slate of four, and Mack-Cali has quit talking to Bow Street for now.
"Despite the company's good faith efforts to negotiate a fair and reasonable settlement, the parties were unable to reach an agreement due to fundamental differences as to the committee's objectives and process, including Bow Street's desire to force a precipitous sale of the company at any price, which would allow Bow Street to realize a quick profit on its recent investment, but would be detrimental to other Mack-Cali stockholders," Mack-Cali said in a statement on Wednesday. "The company believes that Bow Street's conduct throughout its self-serving campaign clearly indicates that Bow Street is not interested in a fair settlement and that its sole objective remains to profit at the expense of all other Mack-Cali stockholders."
Bow Street had its own statement to make on Wednesday: "The board proposed 'window dressing' – a toothless strategic review committee staffed by directors loyal to Chairman [William] Mack, expressly prohibited from speaking with prospective acquirers or consulting an investment bank.
"As the owners of Mack-Cali, we deserve better ... This board must be held accountable for its lack of oversight, broken promises and failed strategies. After decades of poor returns, shareholders finally have a choice."
Lately Bow Street, through one of its Special Opportunities funds, has been attempting to acquire all of Mack-Cali's suburban and waterfront office properties via offers that Mack-Cali has rebuffed a number of times.
Regarding that proposed deal, Mack-Cali CEO Michael DeMarco sent a letter on behalf of Mack-Cali's board to Bow Street head Howard Shainker claiming that the offer was "grossly inadequate from a value perspective," NJBIZ reported.
Shainker contends that Mack-Cali's unwillingness to consider his offer is indicative of what he called the board's damaging resistance to change.
Mack-Cali's two main business arms are in office and multifamily, the latter operated by affiliate Roseland Residential Trust. The company has been shedding non-core assets in recent years and making multifamily acquisitions, such as the 377-unit Soho Lofts tower in Jersey City in April.
Shares in Mack-Cali ended Wednesday at $22.40. Five years ago, company shares traded at about $21.75, reaching a high over the last five years of over $29/share in early 2017.