Investigation Overview
An investigation on behalf of investors, who currently hold shares of Forest City Realty Trust, Inc (NYSE: FCEA), was announced concerning whether the takeover of Forest City Realty Trust, Inc by Brookfield Asset Management Inc is unfair to NYSE: FCEA stockholders.
The investigation by a law firm concerns whether certain officers and directors of Forest City Realty Trust, Inc breached their fiduciary duties owed to NYSE: FCEA investors in connection with the proposed acquisition.
On July 31, 2018, Brookfield Asset Management Inc. (NYSE:BAM) (TSX:BAM.A) and Forest City Realty Trust, Inc. (NYSE:FCEA) announced that they have entered into an agreement under which a Brookfield Asset Management Inc real estate investment fund will acquire all of the outstanding shares of common stock of Forest City Realty Trust, Inc. for $25.35 per share in an all-cash transaction valued at $11.4 billion, including Forest City Realty Trust, Inc.s proportionate share of consolidated and unconsolidated debt.
However, given that in connection with the transaction, affiliates of Starboard Value LP and Scopia Capital Management LP, which own approximately 14% of Forest Citys outstanding shares in the aggregate, have already entered into merger support agreements whereby they have agreed to vote their shares in favor of the transaction at the Forest City special meeting, the investigation concerns whether the offer is unfair to NYSE: FCEA stockholders. More specifically, the investigation concerns whether the Forest City Realty Trust Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
On August 9, 2018, shares of Forest City Realty Trust, Inc (NYSE: FCEA) closed at $25.01 per share.