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NOTE: The date for the special shareholder meeting referred to in this press release has been changed to October 20, 2015. Please refer to this filing on Form 8-K by the company on September 17, 2015, for more information.
As previously disclosed, the merger is just one step in a series of transactions that will result in Forest City's conversion to real estate investment trust status commencing with the taxable year ending
Forest City also announced that today, that Forest City REIT has filed Amendment No. 2 to its Registration Statement on Form S-4 with the SEC. The Form S-4 contains a preliminary proxy statement/prospectus for soliciting approval of the Merger Agreement.
About Forest City
Forest City is an
This communication contains forward-looking statements, including the statements regarding Forest City's expected REIT conversion (the "REIT Conversion"). These forward-looking statements are based on assumptions and expectations that may not be realized and are inherently subject to numerous risks and uncertainties, which could cause actual results to differ materially from these statements. These risks and uncertainties include, among others, the inability to complete the REIT Conversion in a timely manner, the inability to complete the REIT Conversion due to the failure of either or both classes of Forest City's shareholders to adopt one or more of the holding company merger proposal, the proposal to amend Forest City's articles, and the proposals regarding Forest City REIT's organizational documents, in each case as described in the proxy statement/prospectus that will be delivered to Forest City shareholders prior to the special meeting of shareholders, the failure to satisfy other conditions to completion of the REIT Conversion, including receipt of required third-party consents, the failure of the REIT Conversion to close for any other reason, the effect of the announcements regarding the REIT Conversion on the market price of Forest City common stock, the possibility that the anticipated benefits of the REIT Conversion will not be realized, or will not be realized within the expected time period, the inability to meet expectations regarding the accounting and tax treatments of the REIT Conversion, the possibility that the REIT Conversion may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management's attention from ongoing business operations and opportunities, the impact on us of complying with requirements to qualify as a real estate investment trust under the Internal Revenue Code (the "Code"), the impact of issuing equity, debt or both to satisfy the Code requirement to distribute pre-real estate investment trust earnings and profits and other costs incident to effectuating our plan to so qualify, the impact of the amount and timing of any future distributions by Forest City and/or Forest City REIT, the impact of covenants that could prevent us from satisfying the distribution requirements under the Code that must be met in order for us to so qualify, our lack of experience operating as an entity that so qualifies, legislative, administrative, regulatory or other actions affecting real estate investment trusts, including positions taken by the
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the REIT Conversion. In connection with the REIT Conversion, Forest City REIT has filed a registration statement on Form S-4 containing a preliminary proxy statement of Forest City and a preliminary prospectus of Forest City REIT with the
Investors should read the Form S-4 and proxy statement/prospectus carefully before making any voting or investment decisions. Any offer of the securities will be made solely by means of a prospectus included in the registration statement and any prospectus supplement that may be issued in connection with such offering.
Participants in Solicitation
Forest City, its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from holders of Forest City's common stock in respect of the REIT Conversion. In addition, Forest City has engaged
Information about the directors and executive officers of Forest City and their ownership of Forest City's stock is set forth in the proxy statement for Forest City's 2015 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of participants in the proxy solicitation, including their respective direct and indirect interests in the REIT Conversion, by reading the proxy statement/prospectus regarding the REIT Conversion once it is finalized and other relevant materials filed with the
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/forest-city-executes-merger-agreement-subsidiary-amends-form-s-4-as-part-of-reit-conversion-300143528.html
Jeff Frericks, Vice President - Capital Markets, 216-621-6060 or Jeff Linton, Senior Vice President - Corporate Communication, 216-621-6060