Valentine’s Day was semi-sweet for Simon Property Group and Westfield America. The two REITs announced today that more than 44 million of Taubman Centers’ outstanding shares were tendered into their $20-per-share, all-cash offer this past Friday.
David Simon and Peter Lowy, CEOs at Simon and Westfield America, issued the following joint statement: "We are gratified to have received such an unprecedented and overwhelming mandate from Taubman's public shareholders in support of our offer. The shareholders have sent a powerful message to Taubman's board of directors. The Taubman board should now respect the wishes of Taubman's public shareholders, who own 99 percent of Taubman, and take all steps necessary to facilitate the offer. We again invite the Taubman board to meet with us so that we can quickly complete this mutually beneficial transaction."
Taubman’s response? Nice job, but no cigar. The besieged REIT released its own statement: "According to Simon's announcement today, approximately 44 million of the 84 million shares of Taubman Centers voting stock were tendered into the offer. This amount is insufficient to meet Simon's own minimum tender offer condition or to purchase the company since at least two-thirds of Taubman Centers' 84 million issued and outstanding voting shares—approximately 56 million voting shares—must approve any sale transaction or amendment to the corporate charter."
Taubman’s press release continues, "Simon's hostile offer is not a logical catalyst for a sale. The board's position remains clear—the company is not for sale and there is no roadmap to completion of this offer. The facts have not changed: more than 30 percent of outstanding Taubman Centers voting shares have publicly announced their opposition to Simon's hostile offer."
Encouraged by the turnout, but eager for even more shares, Simon and Westfield have extended the offer’s deadline to March 28, 2003. They had previously said the offer would be null and void after February 14.
Stay tuned to shoppingcenterworld.com for analysis of the implications of this latest twist…