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SEC Filings

PX14A6G
RATNER ALBERT B filed this Form PX14A6G on 11/13/2018
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Misleading statements regarding consideration for the merger;
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Misleading statements as to the Board’s “approval”;
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Misleading statements that attempt to present approval as foregone conclusion
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Misleading statement of negative consequences to Forest City of rejecting Merger Proposal;
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Material omissions in facts and circumstances of the April 16, 2018 Brookfield bid;
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Material omissions in facts and circumstances of the Board vote to approve the Merger Proposal, following a 6-6 deadlock and the reasons that Mr. LaRue’s changed his vote;
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Misleading failure to distinguish between the Old Board and New Board
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Material misstatements and omissions regarding the limited expertise and experience of Directors in favor of Merger Proposal;
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Material omission regarding lack of third-party appraisals;
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Material omissions regarding NAV estimates and evaluation;
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Undisclosed Forecasts; and
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Material omissions as to the availability of alternatives.

As a result of these significant defects in the company’s proxy statement, stockholders have been denied the information they need to properly evaluate and vote on the proposed Brookfield transaction.

“Given the concerns that five dissenting Forest City directors and I have about the price and process by which Forest City’s short-time, activist-led directors approved by a vote of 7-5 (hastily changed from an initial 6-6 split) a sale to Brookfield, the company’s shareholders must be provided with adequate information and opportunity to protect their interests.”

In his public objections to the Brookfield transaction, Mr. Ratner has laid out five key arguments for stockholders to consider:
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Wrong Price;
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Wrong Timing;
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Flawed Process;
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Forest City’s existing, high quality/low debt structure; and
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Superior Value Opportunities available to Forest City stockholders if they reject the transaction.

Unfortunately, given the false and misleading information contained within the company’s proxy, without the injunctive relief sought by Mr. Ratner, stockholders will be denied the opportunity to fairly assess and reasonably calculate the value of the proposed Brookfield transaction against the current and future value of their Forest City ownership shares.