SANTA MONICA, Calif. -- Mall operator Macerich has rejected a $16 billion hostile bid from competitor Simon Property Group and adopted a "poison pill" defense to defend against a takeover.
Simon Property Group Inc., already the nation's largest mall operator, went hostile earlier this month after saying that Macerich refused to negotiate a deal that would combine two of the largest U.S. mall operators.
Indianapolis-based Simon offered $91 per share in cash and stock for each Macerich share. The offer is valued at about $22.4 billion, counting Macerich debt.
Macerich said Tuesday that Simon's offer significantly undervalues the company and isn't in the best interests of its shareholders. The company also said that it has concerns over Simon's plan to sell some of its assets to fellow mall operator General Growth Properties Inc.
"As you know, Macerich owns and operates a high quality portfolio of regional shopping centers in prime locations," said Macerich Chief Executive Arthur Coppola, in a letter to Simon Properties Chief Executive David Simon. "Our portfolio contains many trophy assets of a kind that rarely become available for sale and cannot be replicated. Most could not be built today and substitutes do not exist."
Macerich said it thinks the partnership between Simon and General Growth Properties "raises serious antitrust concerns as it is a concerted effort by the two largest companies in the industry to acquire the No. 3 company."
Macerich said that it feels it needs to be proactive to protect shareholder value and prevent the accumulation of stock by any group that may want to force the sale of the company. Macerich said that its shareholder rights plan, which is often referred to as a "poison pill," will expire at its 2016 annual shareholders meeting unless redeemed or otherwise exchanged.
The company also announced that it was adopting a classified board structure, saying that it was only intended to protect shareholder value. The company said directors would be assigned to one of three classes and would each serve three-year terms. Macerich said the classified board structure isn't intended to be permanent and that it is committed to reviewing the ongoing need for it in 2016.
David Simon, the Simon chairman and chief executive officer said in a statement that the company was disappointed Macerich wouldn't meet to talk about its proposal. He added that the company was confident Macerich shareholders would receive more value by combining with them than by being a stand-alone business.
Simon is a real estate investment trust that operates more than 200 properties in the United States, with a heavy presence in Florida, Texas and California, among other states. It also runs shopping centers in Canada, Japan, Mexico and other countries.
Macerich has 51 shopping centers in its portfolio, including locations in Chicago, the metro New York area and Washington, D.C. Its malls include Tysons Corner Center near Washington, D.C., and Queens Center in New York City.
Shares of Macerich Co., based in Santa Monica, Calif., fell $2.91, or 3.1 percent, to $91.98 in afternoon trading Tuesday. Simon Property shares fell $1.37 to $185.70.
Simon operates McCain Mall in North Little Rock. Macerich once owned the Northwest Arkansas Mall in Fayetteville. The company no longer owns property in the state.
Information for this article was contributed by Samantha Masunaga of Bloomberg News.
Business on 03/18/2015