|FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018|
The five directors who voted against the merger believed, based primarily on their individual assessment, evaluation and weighting of the factors discussed below, that the $25.35 per share in cash that a holder of common stock is entitled to receive in the mergerwhich such directors regarded as effectively reduced by $0.36 per share (resulting in an effective $24.99 per share) taking into account the Companys expectation that stockholders would not be paid any quarterly dividend, which such directors estimated to be $0.18 per share per quarter based on the final business case projections, for the two remaining quarters of 2018 that such directors expected would fully (or near fully) elapse prior to the closing and during which stockholders will continue to own shares in the Company because the merger agreement provides that the $25.35 per share in cash that a holder of common stock is entitled to receive in the merger will be reduced by the per share amount of such quarterly dividendssignificantly undervalued the Company and was not in the best interest of our stockholders. Their view was based primarily on the following:
Their view was informed by, among other things, analyses performed by our management to estimate the NAV of our assets as of December 31, 2020 as described in the section entitled NAV EstimatesSummary and Results of NAV Valuations beginning on page [●].
In addition, for a summary of the dividend projections included in the final business case projections see the section entitled Unaudited Prospective Financial InformationFinal Business Case Projections beginning on page [●].
See the section entitled Important Information About the Financial Projections and the NAV Estimates beginning on page [●].