|RATNER ALBERT B filed this Form PX14A6G on 11/13/2018|
U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant: Forest City Realty Trust, Inc.
2. Name of the person relying on the exemption: Albert B. Ratner
3. Address of the person relying on exemption: 50 Public Square, Cleveland, Ohio 44113
4. Written materials. Attach written materials required to be submitted pursuant to Rule 14a-6(g)(1):
FOR IMMEDIATE RELEASE
ALBERT RATNER FILES FEDERAL SUIT TO ENJOIN FOREST CITY’S STOCKHOLDER VOTE ON PROPOSED MERGER WITH BROOKFIELD
Cites Material Omissions and Misrepresentations in Company’s Proxy Statement
Brookfield’s Effective Offer Price Just $23.09 Per Share Based on Forest City’s Third Quarter Results, “A Staggering 50% Haircut as Compared with the Value Stockholders Could Receive over the Coming Roughly 25 Months”
CLEVELAND, November 12, 2018 – Albert Ratner today filed suit in Federal Court against Forest City Realty Trust, Inc. (NYSE: FCEA) (“Forest City” or “FCE” or “the company”), seeking to postpone the November 15, 2018 special meeting of stockholders related to its proposed merger into a wholly-owned subsidiary of Brookfield Asset Management Inc. (NASDAQ: BPY; TSX: BPY.UN) (“Brookfield”), in light of materially inaccurate information and omission of material facts within the company’s proxy statement. To that end, Mr. Ratner has asked for a temporary restraining order, preliminary injunction, and permanent injunction to delay any stockholder vote on the proposed transaction until 30 days after the company mails a corrected proxy statement to stockholders that complies with Rule 14a-9 and that resets the record date to the date of the mailing of the conforming proxy statement. The action was filed in the United States District Court of the Northern District of Ohio, Eastern Division.
Mr. Ratner is co-Chairman emeritus and former Chief Executive Officer of Forest City. His personal and family members’1 individual ownership stakes add up to approximately 10% of the company’s outstanding common shares.
1 Mr. Ratner does not presume to speak on behalf of the founding family members of Forest City, or to represent their individual opinions.