NEW YORK (The Deal) -- Simon Property Group made what it called its "best and
final" offer for Macerich on
Friday, raising its hostile bid for the rival commercial property holder to
$23.2 billion.
Indianapolis-based Simon announced a $91 per share cash
and stock offer for Macerich on March 9 with that valued the rival REIT's
equity at about $16 billion. Macerich rejected that offer on March 17, arguing
it undervalues the company and enacting defenses ahead of a possible battle.
Macerich chairman and CEO Arthur Coppola said in a
statement at the time that the company has concluded it can generate more value
on its own.
"We believe that our continued focus on portfolio
transformation, productivity enhancement and development opportunities will
deliver industry-leading growth and significantly greater value to Macerich
stockholders than Simon's proposal," Coppola said.
Simon's revised bid offers holders of Santa Monica,
Calif.-based Macerich $95.50 per share in a mix of cash and stock. Simon said
the offer represents a 37% premium to Macerich's closing price on Nov. 18, the
day before Simon disclosed a 3.6% stake in Macerich and sparked takeover talk.
As part of the deal Simon intends to sell certain
holdings to General Growth Properties . Macerich said in its rejection that the
arrangement "raises questions of legality," but Simon on Friday said
that the offer carries no financing conditions and that it believes "there
are no legal or other impediments" to completing the transaction.
Simon chairman and CEO David Simon called Macerich's
decision to adopt a poison pill "disappointing" in a statement, and
called on the company to come to the table. "We hope you and your board
will give this offer full and fair consideration and will take into account
input from Macerich shareholders," the executive said.
The revised offer appears designed to prompt Macerich
shareholders to put pressure on the company to start talks. Simon said that his
company has decided against nominating directors to the Macerich board and
other actions that would "prolong this process."
Simon said that if it has not met with Macerich to
negotiate terms and conditions by end of day April 1, the offer will be
withdrawn.
Source: Philly.com
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