Albert Ratner, co-chairman emeritus and former CEO of Forest City, has filed suit in federal court against Forest City Realty Trust Inc. to postpone the November 15 special meeting of stockholders related to its proposed merger into a wholly owned subsidiary of Brookfield Asset Management Inc.
Ratner is filing the suit in light of what he alleges are materially inaccurate information and omission of material facts within the company's proxy statement. To that end, 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 U.S. District Court of the Northern District of Ohio, Eastern Division. Ratner said that the effective value of Brookfield's offer is not $25.35 per share as announced, but rather $23.092 per share, a claim he spells out in more detail in his press release.
The individual ownership stakes of Ratner and his family members add up to approximately 10 percent of the company's outstanding common shares, according to the release.