Taubman Centers Shareholders Approve Merger with Simon Property Group
28 Décembre 2020 - 9:12PM
Business Wire
Taubman Centers, Inc. (NYSE: TCO) (the “Company”) announced
that, at a special meeting of shareholders, its shareholders today
approved and adopted the previously announced amended and restated
merger agreement (the “Merger Agreement”), dated as of November 14,
2020, among the Company, The Taubman Realty Group Limited
Partnership (together with the Company, “Taubman”), Simon Property
Group, Inc. (NYSE: SPG) (“Simon”) and certain other parties, and
the transactions contemplated by the Merger Agreement (the
“Transactions”).
Over 99.9% of the shares voted were in favor of the Merger
Agreement and the Transactions, which constitutes approximately
80.1% of the outstanding shares entitled to vote. Shares voting in
favor also included approximately 71.7% of the outstanding shares
entitled to vote held by shareholders other than the members of the
Taubman family. The final vote results, as certified by the
independent Inspector of Election, will be filed on a Form 8-K with
the U.S. Securities and Exchange Commission.
Subject to customary closing conditions, the Transactions are
expected to close in late 2020 or early 2021.
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 risk that a condition to closing of the
transaction may not be satisfied; the Company’s ability to
consummate the transaction; the possibility that the anticipated
benefits from the transaction will not be fully realized; the
ability of the Company 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 industry
in which the Company operates, as detailed from time to time in
each of the Company’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 the Company’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 the Company’s periodic reports on Form 10-Q
for the fiscal quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020. The Company cautions 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 the Company 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. The Company does not undertake 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201228005263/en/
Taubman Media Maria Mainville, Taubman, Director, Strategic
Communications, 248-258-7469 mmainville@Taubman.com
Taubman Investors Erik Wright, Taubman, Manager, Investor
Relations, 248-258-7390 ewright@Taubman.com
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