Michael DeMarco, CEO of Mack-Cali Realty Corp. Michael DeMarco, CEO of Mack-Cali RealtyCorp.

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JERSEY CITY, NJ—Mack-Cali Realty Corp., in response to criticismleveled last week by dissident shareholder group Bow Street LLC,stated that it is committed to maximizing shareholder value and itsBoard is open to acquisition proposals.

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Mack-Cali Realty charged that Bow Street in last week's letter to shareholders that calledfor the removal of Mack-Cali CEO Michael DeMarco, similar to its2019 proxy contest, "intends to engage in a campaign based ondeception, falsehoods and other dishonest tactics to advance itsself-serving agenda."

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Mack-Cali went further stating that Bow Street's letter included"outright lies, about the company, its Board of Directors andmanagement team in an attempt to conceal the true objective of itsproxy contest—Bow Street's desire to acquire control of theMack-Cali Board in order to force a sale of the company at anyprice."

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The REIT noted that after its annual meeting and based on therecommendations of the Shareholder Value Committee and itsfinancial advisors, the Mack-Cali Board determined to sell thecompany's entire suburban office portfolio and use the proceeds topay down the company's corporate level, unsecured debt. The Boardalso determined to form a new Special Committee to overseemanagement in evaluating any acquisition proposals while continuingto explore ways to maximize stockholder value.

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Mack-Cali also focused on criticism leveled by Bow Street inconnection with an acquisition offer by Rizk Ventures in December2019. Specifically, the company termed Rizk Ventures' proposal was"an illusory offer from a party that did not have the financialwherewithal to complete a potential transaction, much like theself-interested proposal submitted by Bow Street prior to launchingits 2019 proxy contest. Moreover, the company believes that RizkVentures made its offer at the behest of, and in consultation with,Bow Street as part of Bow Street's strategy designed to put thecompany "in play" and force a precipitous sale process."

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The company states that to date it has only received anacquisition offer from Risk Ventures.

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"The Mack-Cali Board has repeatedly stated that it is open toall alternatives to maximize stockholder value, including apotential strategic transaction, and will consider all credibleoffers. In fact, the Board has formed the Special Committee tooversee management in reviewing any acquisition proposals that maybe received by the company. However, the Board would not support atransaction that would shortchange Mack-Cali stockholders andprevent them from realizing the full value potential of theirinvestment in the company."

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Going forward, Mack-Cali's Board states it will start astrategic process after it executes on its current strategy foroptimizing the company's asset portfolio, including the substantialcompletion of the suburban office sale and the Special Committeewill assist the Board and management in evaluating any acquisitionproposals or inquiries that may be received from any interestedparties.

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The company did reveal that its Special Committee recently metwith representatives of potential bidder to discuss the possibilityof a strategic transaction.

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"While no offer was presented or discussed at the meeting,representatives of 'Party A' expressed a continued interest in apotential transaction with the company. Although Party A'srepresentatives indicated that, given the current state of thestock and credit markets, an offer would not be feasible at thistime, they indicated that, as the markets stabilize, Party A wouldrevisit the possibility of making a proposal," Mack-Calistated.

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John Jordan

John Jordan is a veteran journalist with 36 years of print and digital media experience.