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.
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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.
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