|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
contemplated by the merger agreement advisable and in the best interests of the Company and our stockholders. Our Board recommends that you vote FOR the Merger Proposal.
Summary of Opinion
The Company retained Lazard as a financial advisor in connection with the merger. On July 30, 2018, Lazard rendered its written opinion, consistent with its oral opinion rendered on the same date, to our Board that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the total consideration to be paid to holders of common stock (other than Parent and its affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders of common stock.
The full text of Lazards written opinion, dated July 30, 2018, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety. The following summary of Lazards opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazards opinion and this section carefully and in their entirety.
Lazards engagement and its opinion were for the benefit of our Board (in its capacity as such), and Lazards opinion was rendered to our Board in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to holders of common stock (other than Parent and its affiliates) of the total consideration to be paid to such holders pursuant to the merger agreement. Lazards opinion was not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any matter relating thereto. Lazards opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard, as of the date of the opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the opinion. Lazard did not express any opinion as to the price at which shares of common stock may trade at any time subsequent to the announcement of the merger. In addition, Lazards opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which the Company might have engaged or the merits of the underlying decision by the Company to engage in the merger.
In connection with its opinion, Lazard:
Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value