Print Page      Close Window     

SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
Entire Document
 


Table of Contents
   

following the 96-hour period (or two-business-day period, as applicable), our Board or any committee thereof, again determines, after consultation with outside legal counsel, and taking into account any adjustment or modification to the terms and conditions of the merger agreement to which Parent has committed in writing prior to the expiration of such 96-hour period (or two-business-day period, as applicable) and that are reflected in a written definitive agreement that would be binding on Parent if executed and delivered by the Company, that the failure to effect a change of recommendation with respect to such intervening event would be inconsistent with the directors’ duties under applicable law.

As used in this proxy statement, an “acquisition proposal” is any proposal or offer (whether or not in writing) from any person (other than Parent, Merger Sub or any of their affiliates) with respect to (i) any transaction or series of transactions providing for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender or exchange offer, recapitalization, reorganization, share exchange, dividend or distribution, business combination or similar transaction involving the Company or its subsidiaries pursuant to which, if consummated, any person or “group” (as defined pursuant to Section 13(d) of the Exchange Act, a “group”) of persons, directly or indirectly, would hold or become the beneficial owner of securities representing 15% or more of the total voting power or 15% or more of the equity securities of the Company or the surviving entity or the direct or indirect parent of the Company, (ii) any transaction or series of transactions providing for the direct or indirect acquisition or purchase (including any asset sale, merger, joint venture, partnership, consolidation, dissolution, liquidation, tender or exchange offer, dividend or distribution, business combination or similar transaction) of assets (including equity securities of the Company or any subsidiary) or businesses representing 15% or more of the consolidated total assets, net revenues, net income or earnings of the Company, taken as a whole, or (iii) any combination of the foregoing, in each case other than the transactions contemplated by the merger agreement.

As used in this proxy statement, the term “superior proposal” means a bona fide acquisition proposal (provided that, for purposes of this definition, the applicable percentages in clauses (i) and (ii) of the definition of acquisition proposal will be 50%, rather than 15%) that our Board or any committee thereof has determined, in its good faith judgment (after taking into account any binding revisions to the terms of the merger agreement proposed by Parent pursuant to its match rights under the merger agreement, after consultation with its financial advisor and outside legal counsel, the timing, likelihood of consummation, legal, financial, regulatory and other aspects of such acquisition proposal and all other matters that our Board or any committee thereof, considers appropriate), would, if consummated, result in a transaction more favorable to the stockholders of the Company than the merger and the other transactions contemplated by the merger agreement.

As used in this proxy statement, the term “intervening event” means any development or change in circumstances that materially affects the business, assets or operations of the Company and its subsidiaries, taken as a whole, that (i) does not relate to an acquisition proposal, (ii) was unknown to or not reasonably foreseeable by our Board on or prior to July 30, 2018 and (iii) becomes known by our Board prior to the receipt of the requisite stockholder vote.

Regulatory Efforts

Subject to the terms of the merger agreement, each of the Company, Parent and Merger Sub will use its reasonable best efforts to: (i) consummate and make effective the merger and the other transactions contemplated by the merger agreement as promptly as reasonably practicable, (ii) obtain from governmental authorities any consents, licenses, permits, waivers, approvals, authorizations, clearances or orders required to be obtained, (iii) resolve any objections and avoid any proceeding by any governmental authority in connection with the authorization, execution and delivery of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement, (iv) defend any lawsuit or proceeding challenging the merger agreement or the consummation of the merger and the other transactions contemplated by the merger agreement, (v) as promptly as reasonably practicable (and in any event within 10 business days after the date of the merger agreement) make all necessary filings and submissions under the HSR Act and thereafter supply as promptly as reasonably practicable any additional information and documentary material that may be requested

 

-112-