Taubman Centers Confirms Receipt of Notice from Simon Property Group, Purporting to Terminate Merger Agreement

Strategic Insights -

Taubman Centers, Inc. (NYSE: TCO) has confirmed receipt of a notice from Simon Property Group, Inc. (NYSE: SPG) purporting to terminate the previously announced Agreement and Plan of Merger. However, Taubman believes that Simon's action is invalid and without merit, and that Simon continues to be bound to the transaction in all respects. The proposed merger between Taubman and Simon was announced on May 29, 2020, and Taubman's Special Meeting of Shareholders, at which shareholders will be asked to approve the merger, remains scheduled for June 25, 2020.

Key Takeaways:

  • Taubman Centers, Inc. has received a notice from Simon Property Group, Inc. purporting to terminate the previously announced Agreement and Plan of Merger.
  • Taubman believes that Simon's action is invalid and without merit, and that Simon continues to be bound to the transaction in all respects.
  • The proposed merger between Taubman and Simon was announced on May 29, 2020.
  • Taubman's Special Meeting of Shareholders, at which shareholders will be asked to approve the merger, remains scheduled for June 25, 2020.
  • Taubman intends to hold Simon to its obligations under the Merger Agreement and the agreed transaction, and to vigorously contest Simon's purported termination and legal claims.
  • Taubman has announced that it intends to pursue its remedies to enforce its contractual rights under the Merger Agreement, including the right to specific performance and the right to monetary damages.
  • The proposed transaction involves the ownership, management, and/or leasing of 26 regional, super-regional, and outlet shopping centers in the U.S. and Asia.
  • Taubman Asia, a subsidiary, was founded in 2005 and is headquartered in Hong Kong.

Statistics:

  • The proposed merger was announced on May 29, 2020.
  • The Special Meeting of Shareholders is scheduled to take place on June 25, 2020 at 10:00 A.M. at Taubman's headquarters in Bloomfield Hills, Michigan.
  • As of June 10, 2020, the latest Comtex SmarTrend Alert indicated an uptrend for TCO on June 7, 2012 at $74.14.
  • Taubman Centers operates 26 regional, super-regional, and outlet shopping centers in the U.S. and Asia.

Sources:

  • Press release dated June 10, 2020, filed as Exhibit 99.1 to the Current Report on Form 8-K.
  • Taubman Centers' definitive proxy statement on Schedule 14A, filed with the SEC on May 29, 2020.
  • Taubman Centers' Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 29, 2020.
  • Comtex SmarTrend Alert, dated June 6, 2020.