The Macerich board unanimously rejected Simon Property Group's revised proposal to acquire the company for $95.50 per share in cash and stock.
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"The Macerich Board carefully reviewed the revised proposal with the assistance of its financial, real estate and legal advisors, and determined that the proposal continues to substantially undervalue Macerich and that pursuing the proposed transaction at this time is not in the best interests of Macerich and its stockholders," the company said in the statement.
Simon said in March that $95.50 per Macerich share is their best and final offer. The total value of the proposed transaction was approximately $23.2 billion, including assumption of approximately $6.4 billion of Macerich debt outstanding (including its pro rata share of mortgage debt from unconsolidated entities).
"Our Board carefully reviewed Simon Property Group's revised proposal and concluded that it does not reflect the full value of our company," said Arthur Coppola, chairman and chief executive officer of Macerich.
"Simon's proposal has shined a bright light on the value of Macerich and our unparalleled collection of assets in the most desirable and highest barrier-to-entry markets. We have a long-term successful track record and a strategy that positions Macerich as the premier, pure-play high-end mall REIT with numerous embedded opportunities for future value creation and significant upside potential."
Mr. Coppola continued, "Over the past three years we monetized our lower productivity assets and redeployed that capital in a non-dilutive manner into expanding and redeveloping our core portfolio. We have transformed our business to be uniquely positioned to deliver superior same-store net operating income (SSNOI) and total net operating income (NOI) growth over the next several years.
"Approximately 90% of our $1.04 billion of expected NOI in 2016 will come from fortress malls. Together with our substantially improved balance sheet, this positions Macerich to take advantage of opportunities through any economic cycle. We realize that Macerich currently faces a disconnect between private market valuations and public market views – a situation we have seen before. ■