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Kushner Cos. has accused the board of Veris Residential, its takeover target, of operating without transparency and misleading the public regarding Kushner's push to buy the multifamily operator.
“Our fully financed all-cash offer for $18.50 remains outstanding, as does, for now, our willingness to constructively engage with the Board to see if we can go higher,” Kushner Chairman Charles Kushner wrote in a letter to Veris shareholders Tuesday. “Our patience, however, is not endless, and we are actively considering all other alternatives. We remain hopeful that the Board can be persuaded to engage transparently with us in the interests of all shareholders.”
Kushner owns more than 4.5 million Veris shares, or about 5% of the company. Last month, Veris' board said in a letter that Kushner had ended talks to buy the company following months of back-and-forth between the pair.
In November, Kushner had offered to acquire Veris at $16 per share, which would have valued the REIT formerly known as Mack-Cali Realty Corp. at roughly $4.3B, including debt. The board responded, however, by saying the share price on the table would undervalue Veris and that it didn't consider Kushner an “appropriate partner.”
The next month, Veris knocked back another takeover bid from Kushner, saying the increased offer of $18.50 per share would still undervalue the company. The board also claimed it wasn't clear how Kushner would finance the purchase. Kushner has since lined up Fortress Investment Group to back its bid.
In his Tuesday letter, Kushner said Veris decided to withdraw from negotiations, not the other way around.
Kushner was “actively considering executing the standstill agreement” even with its “misgivings about the Veris Board's lack of transparency” when Veris sent a press release announcing that his firm walked away from the deal, he wrote.
Kushner, whose son Jared Kushner was for a time the company's CEO and is the son-in-law and former adviser to former President Donald Trump, claims Veris “mischaracterized” the events leading up to the deal falling apart and said he had to issue a press release the day after to correct the record.
“The Board's abrupt decision to terminate discussions with us and to offer a misleading public narrative heightened our suspicions regarding the Board's objectives,” he wrote.
A takeover would add about 7,700 apartments to Kushner's 21,000-unit portfolio, which is mainly concentrated in New Jersey.
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