The Macerich Co. board of directors is reviewing a new offer by its shopping mall competitor, Simon Property Group, to acquire the company at a share price that is $4.50 higher than Simon”™s unsolicited bid rejected last week by Macerich directors.
Simon on Friday made what the Indianapolis-based mall owner and operator called its best and final offer of $95.50 per share of Macerich stock, with half payable in cash and half in shares of Simon common stock. The new offer raises the total value of the proposed acquisition to $23.2 billion, according to Simon, from the $22.4 billion offer that the Macerich board unanimously rejected on March 17, saying it substantially undervalued the company.
- Cross County Shopping Center in Yonkers, managed by The Macerich Co.
Macerich directors said Simon”™s purchase in November of 5.71 million shares of Macerich stock, amounting to a 3.6 percent interest in the company, and Simon”™s intent to sell selected Macerich assets to General Growth Properties Inc., a Chicago-based real estate investment trust, was “stockholder-unfriendly” and raised serious legal questions that could scuttle any deal. The Macerich board last week adopted governance changes designed to thwart “coercive takeover attempts.”
Based in Santa Monica, Calif., Macerich, a real estate investment trust listed on the New York Stock Exchange, operates the renovated Cross County Shopping Center in Yonkers for its owner, Brooks Shopping Centers LLC, and owns and operates Danbury Fair, the second-largest shopping mall in Connecticut.
A major mall owner in the lower Hudson Valley, Simon Property Group operates The Galleria at White Plains and The Westchester mall in White Plains, Jefferson Valley Mall in Yorktown Heights, The Shops at Nanuet in Rockland County and Woodbury Common Premium Outlets in Central Valley in Orange County.
When announcing his company”™s new purchase offer, David Simon, chairman and CEO of Simon Property Group, called Macerich”™s adopted measures to prevent a takeover both “extreme” and “disappointing.” He restated his company”™s desire to work with Macerich on a mutually beneficial agreement and avoid “a protracted, multi-year proxy battle.” Simon said the company believes there are no legal or other impediments to closing the deal.
The Macerich board said it is reviewing the revised offer with financial and legal advisers and advised Macerich stockholders to take no action at this time.
