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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Table of Contents

Company ESPP

Each outstanding purchase right under the ESPP will be exercised no later than five business days prior to the effective time. Each share of common stock purchased under the ESPP will be cancelled at the effective time and converted into the right to receive the per share merger consideration.

Exchange and Payment Procedures

Prior to the closing, Parent and Merger Sub will appoint a bank or trust company reasonably acceptable to the Company to serve as the Paying Agent in connection with the merger and the other transactions contemplated by the merger agreement and will enter into an agreement with the Paying Agent reasonably acceptable to the Company relating to the Paying Agent’s responsibilities with respect to the merger agreement.

Promptly (and in any event within two business days) after the effective time, the Paying Agent will mail to each holder of record of common stock: (A) a notice advising such holders of the effectiveness of the merger, (B) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon delivery of the stock certificates or transfer of the book entry shares to the Paying Agent and (C) instructions for effecting the surrender of the stock certificates or the book entry shares to the Paying Agent in exchange for payment of the per share merger consideration that such holders are entitled to receive. Upon surrender to the Paying Agent of a stock certificate or book entry shares, the Paying Agent will pay and deliver to each holder as promptly as practicable a check in the amount of cash that such holder is entitled to receive. Please do not send in your stock certificates now.

Tax Withholding

Parent, Merger Sub, the Company and the Paying Agent will be entitled to deduct and withhold from all payments under the merger agreement, including payment of the per share merger consideration.

No Dissenters’ Rights or Rights of Objecting Stockholders

Holders of shares of common stock are not entitled to dissenting stockholders’ appraisal rights, rights of objecting stockholders or other similar rights in connection with the merger under MGCL. Subject to the limited circumstances set forth in Section 3-202(d) of the MGCL, the MGCL does not provide for appraisal rights or other similar rights to stockholders of a corporation in connection with a merger of a corporation if the shares of the corporation are listed on the NYSE on the record date for determining stockholders entitled to vote on the transaction. The circumstances of the merger do not satisfy the conditions set forth in Section 3-202(d) of the MGCL that would trigger such appraisal rights or similar rights. In addition, holders of shares of common stock may not exercise dissenting stockholders’ appraisal rights, rights of an objecting stockholders or similar rights in connection with the merger because, as permitted by the MGCL, our charter provides that stockholders are not entitled to exercise such rights unless our Board, upon the affirmative vote of a majority of our Board, determines that the rights apply. Our Board has made no such determination and cannot make such determination pursuant to the merger agreement. However, our stockholders may vote against the merger.

Delisting and Deregistration of Common Stock

Pursuant to the merger agreement, when the merger is completed, the shares of common stock currently listed on the NYSE will cease to be quoted on the NYSE and will be deregistered under Exchange Act.

Representations and Warranties

We made customary representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the confidential disclosure

 

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