INDIANAPOLIS and BLOOMFIELD HILLS, Mich., Nov. 15, 2020 /PRNewswire/ -- Simon Property
Group, Inc. (NYSE: SPG) ("Simon") and Taubman Centers, Inc. (NYSE: TCO) ("Taubman")
today announced that they have reached a definitive agreement
modifying certain terms of the original merger agreement (the
"Original Merger Agreement"), including a modified purchase price
of $43.00 per share in cash and other
provisions to reduce closing conditionality.
The modified merger agreement continues to provide that Simon
will acquire an 80% ownership interest in The Taubman Realty
Group Limited Partnership ("TRG"). The Taubman family will sell
approximately one-third of its ownership interest at the
transaction price and remain a 20% partner in TRG.
The Boards of Directors of Simon and Taubman, including the
Special Committee of independent directors of Taubman, have
approved the terms of the transaction. The modified merger
agreement provides that Taubman will not declare or pay a dividend
on its common stock prior to March 1,
2021, and then, only subject to certain limitations and
conditions.
The merger is expected to close in late 2020 or early 2021,
subject to Taubman shareholder approval and customary closing
conditions. Simon and Taubman also have settled their pending
litigation in the Circuit Court for the 6th Judicial
District, Oakland County,
Michigan.
About Simon
Simon is a real estate investment trust
engaged in the ownership of premier shopping, dining, entertainment
and mixed-use destinations and an S&P 100 company
(Simon Property Group, NYSE: SPG). Our properties across North
America, Europe and Asia provide community
gathering places for millions of people every day and generate
billions in annual sales. For more information, visit
simon.com.
About Taubman
Taubman
Centers is an S&P MidCap 400 Real Estate Investment
Trust engaged in the ownership, management and/or leasing of 26
regional, super-regional and outlet malls in the U.S. and
Asia. Taubman's U.S.-owned
properties are the most productive in the publicly held U.S. mall
industry. Founded in 1950, Taubman is headquartered in Bloomfield Hills, Mich. Taubman Asia, founded
in 2005, is headquartered in Hong Kong. www.taubman.com.
Advisors
BofA Securities is serving as financial advisor to Simon and
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Latham &
Watkins LLP are serving as legal advisors. Goldman Sachs
& Co. LLC is serving as financial advisor to Taubman and
Wachtell, Lipton, Rosen & Katz and Honigman LLP are serving as
legal advisors. The Special Committee of the Board of Directors of
Taubman has retained Lazard as its independent financial advisor
and Kirkland & Ellis LLP as its independent legal counsel.
Forward Looking Statements
This communication
contains certain "forward-looking" statements as that term is
defined by Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements that are predictive in nature, that depend on or relate
to future events or conditions, or that include words such as
"believes", "anticipates", "expects", "may", "will", "would",
"should", "estimates", "could", "intends", "plans" or other similar
expressions are forward-looking statements. Forward-looking
statements involve significant known and unknown risks and
uncertainties that may cause actual results in future periods to
differ materially from those projected or contemplated in the
forward-looking statements as a result of, but not limited to, the
following factors: the COVID-19 pandemic and related challenges,
risks and uncertainties which have had, and may continue to have,
direct and indirect adverse impacts on the general economy, mall
environment, tenants, customers, and employees, as well as mall and
tenant operations (including the ability to remain open) and
operating procedures, occupancy, anchor and mall tenant sales,
sales-based rent, rent collection, leasing and negotiated rents,
mall development and redevelopment activities and the fair value of
assets (increasing the likelihood of future impairment charges);
future economic performance, including stabilization and recovery
from the impact of the COVID-19 pandemic; savings due to
cost-cutting measures; payments of dividends and the sufficiency of
cash to meet operational needs; changes in market rental rates;
unscheduled closings or bankruptcies of tenants; relationships with
anchor tenants; trends in the mall industry; challenges with
department stores; changes in consumer shopping behavior, including
accelerated trends resulting from the COVID-19 pandemic; the
liquidity of real estate investments; the failure to receive, on a
timely basis or otherwise, the required approvals by Taubman's
shareholders; the risk that a condition to closing of the
transaction may not be satisfied; Simon's and Taubman's ability to
consummate the transaction; the possibility that the anticipated
benefits from the transaction will not be fully realized (including
Simon's underwritten capitalization rate and its expectations
regarding FFO per share accretion); the ability of Taubman to
retain key personnel and maintain relationships with business
partners pending the consummation of the transaction; and the
impact of legislative, regulatory and competitive changes and other
risk factors relating to the industries in which Simon and Taubman
operate, as detailed from time to time in each of Simon's and
Taubman's reports filed with the Securities and Exchange
Commission (the "SEC"). There can be no assurance that the
transaction will in fact be consummated.
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found under Item 1.A in each of Simon's and
Taubman's Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, and the sections labeled "Risk
Factors" and "Forward Looking Statements" in each of Simon and
Taubman's periodic reports on Form 10-Q for the fiscal quarters
ended March 31, 2020, June 30, 2020 and September 30, 2020. Simon and Taubman caution
that the foregoing list of important factors that may affect future
results is not exhaustive. When relying on forward-looking
statements to make decisions with respect to the proposed
transaction, shareholders and others should carefully consider the
foregoing factors and other uncertainties and potential events. All
subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters attributable to Simon and
Taubman or any other person acting on their behalf are expressly
qualified in their entirety by the cautionary statements referenced
above. The forward-looking statements contained herein speak only
as of the date of this communication. Neither Simon nor Taubman
undertakes any obligation to update or revise any forward-looking
statements for any reason, even if new information becomes
available or other events occur in the future, except as may be
required by law.
Additional Information and Where to Find It
This
communication is being made in respect of the proposed transaction
involving Taubman and Simon. In connection with the proposed
transaction, Taubman intends to file relevant materials with the
SEC, including a preliminary proxy statement on Schedule 14A.
Promptly after filing its definitive proxy statement with
the SEC, Taubman will mail the definitive proxy statement and
a proxy card to each shareholder of Taubman entitled to vote at the
special meeting relating to the proposed transaction. This
communication is not a substitute for the proxy statement or any
other document that Taubman may file with the SEC or send
to its shareholders in connection with the proposed transaction.
BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF TAUBMAN ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE PROPOSED TRANSACTION THAT TAUBMAN WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT TAUBMAN AND THE PROPOSED TRANSACTION. The
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the proposed
transaction (when they become available), and any other documents
filed by TAUBMAN with the SEC, may be obtained free of charge
at the SEC's website (http://www.sec.gov) or at Taubman's
website (www.taubman.com).
Participants in the Solicitation
Taubman and certain
of its directors, executive officers and employees may be
considered participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the shareholders of Taubman in
connection with the transaction, including a description of their
respective direct or indirect interests, by security holdings or
otherwise, is included in the Proxy Statement described above filed
with the SEC. Additional information regarding Taubman's
directors and executive officers is also included in Taubman's
proxy statement on Schedule 14A for its 2020 Annual Meeting of
Shareholders, which was filed with the SEC on July
2, 2020, or its Amended Annual Report on Form 10-K for the year
ended December 31, 2019, filed with
the SEC on February 27, 2020, as amended on
April 29, 2020. These documents are
available free of charge as described above.
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SOURCE Simon