A Dutch court acting in response to a suit from an activist shareholder group has temporarily blocked the $5.3 billion bid by three U.S. mall REITs to acquire the regional mall portfolio of Rodamco North America.
But analysts say the move doesn’t appear to be a serious threat to the proposed deal by Simon Property Group, The Rouse Co. and Westfield America. The transaction, which would include 35 premium centers, capped a months-long struggle for control of the Netherlands-based company’s North American assets.
"By no means is this transaction in trouble, that’s basically our view," said Salomon Smith Barney REIT analyst Ross Nussbaum. "I think this is what you would consider to be a nuisance suit. I still think this transaction closes in mid- to end of May."
On Friday, the Dutch Shareholders Association (VEB) asked the Enterprise Chamber of the Amsterdam Court of Appeal to make a finding of mismanagement on the part of Rodamco’s board, and to block a Tuesday meeting at which shareholders were likely to approve the transaction.
The court granted that request and set a hearing to further consider the mismanagement claims March 21.
Nussbaum described the VEB shareholder group as a Ralph Nader-like activist organization and said it is using the Dutch courts to voice its concerns about the deal.
"We’re hearing that they may be upset about the amount being paid out to Rodamco senior management in a golden parachute," Nussbaum said. "There’s over $100 million going out the door in kind of severance payments that they may be upset about."
The group might also feel that the price of the deal isn’t high enough, and that shareholders weren’t adequately informed about details of the transaction.
Spokespersons for The Rouse Co. and Simon Property Group declined to comment. But in a statement, Westfield said it "expects that the completion date of the transaction would remain unchanged."
All three companies assured Nussbaum that the transaction will proceed as planned, although it could be delayed by a couple of weeks.
The mall assets of Rodamco North America generate industry-leading sales of more than $450 per square foot and are 93% occupied. The portfolio contains prominent assets such as Century City Shopping Center in Los Angeles; Copley Place in Boston; The Galleria in Houston; Garden State Plaza in suburban New Jersey; Oakbrook Center in Chicago; and Perimeter Mall in Atlanta.
Under the plan, Simon, Rouse and Westfield would acquire the remaining ownership interests in their respective joint ventures with Rodamco. Simon and Rouse each own four of the portfolio assets in joint ventures with Rodamco. Westfield owns one.
Westfield would gain 14 centers, Simon would acquire 13, and Rouse would acquire eight. The remaining assets in the portfolio, which include a third-party property management company, a New York office building and investments in three real estate operating companies, would be jointly owned by Rouse, Simon and Westfield.
The three companies would jointly operate that third-party management company, Urban Retail Properties Inc.
-- Joel Groover, Associate Editor