SANTA MONICA, Calif.,
March 17, 2015 /PRNewswire/
-- The Macerich Company (NYSE: MAC) today announced that its
Board of Directors unanimously approved two governance changes to
ensure that all stockholders have the opportunity to realize
the long-term value of their investment in the Company and are
protected from coercive takeover attempts.
As permitted by the Maryland General Corporation Law, the Board
has adopted a classified board structure pursuant to which
directors will be assigned to one of three classes, each serving
three-year terms. In order to emphasize that the classified
board is solely intended to protect stockholder value and not
intended to be a permanent feature of the Company's corporate
governance, the Company has committed to review the continued need
for the classified board structure in 2016.
In addition, the Board has adopted a limited duration
stockholder rights plan ("Rights Plan"), effective March 17, 2015, and authorized a dividend
distribution of one preferred share purchase right on each
outstanding share of Macerich's common stock. If not redeemed or
otherwise exchanged, the Rights Plan is limited in duration and
will expire on the date of the Company's 2016 Annual Meeting of
Stockholders.
Macerich's Board of Directors elected to implement these
governance changes in response to the unsolicited takeover proposal
announced by Simon Property Group, Inc. (NYSE: SPG) on March 9, 2015. In its proposal, Simon
Property Group announced that it has entered into an agreement to
sell selected Macerich assets to General Growth Properties, Inc.
(NYSE: GGP). In addition, on March 12,
2015, James M. Barkley,
General Counsel of Simon Property Group, sent a letter to Macerich
indicating that Simon Property Group was contemplating the
nomination of five dissident candidates to stand for election at
Macerich's 2015 Annual Meeting of Stockholders.
The Macerich Board believes this partnership raises serious
antitrust concerns as it is a concerted effort by the two largest
companies in the industry to acquire the number three company. As a
result, the Board believes it is vital that it take proactive
measures to protect stockholder value and prevent the accumulation
of stock by any group that might seek to force the sale of the
Company.
The classified board structure and Rights Plan are intended to
ensure that all stockholders have the opportunity to realize the
long-term value of their investment in the Company and are
protected from coercive and opportunistic takeover attempts. The
governance changes are intended to ensure that decisions on Company
strategy and control are made by the Company's directors focused on
the best interests of the Company and its stockholders over the
long term without undue pressure from coercive tactics. The
decision to classify the board and adopt the Rights Plan aims to
provide the Board with adequate time to fully assess its options,
execute on the Company's strategic plan, and promote stockholder
value.
Under the Rights Plan, stockholders of record at the close of
business on March 30, 2015 will
receive one preferred share purchase right for each share of
Macerich common stock held on that date. Initially these
rights will not be exercisable and will trade with the shares of
the Company's common stock.
The rights become exercisable if any person or group acquires
beneficial ownership of 10% or more of Macerich's common stock
(including in the form of synthetic equity positions created by
derivative securities). In that situation, each holder of a
right (other than such person or members of such group, whose
rights will become void and will not be exercisable) will be
entitled to purchase a number of shares of Macerich's common stock
for $275.00 that have a market value
of twice the exercise price of the right. The Company's
excess share provision, which limits individual ownership to 5%
without a waiver from the Board, remains in effect.
Stockholders are not required to take any action to receive the
rights distribution. Until the rights become exercisable, they will
trade with the shares of the Company's common stock. The
Rights Plan will not have any impact on the reported earnings per
share of the Company and will not change the manner in which the
Company's common stock is currently traded.
Additional details about the governance changes will be included
in a Form 8-K to be filed with the Securities and Exchange
Commission.
Deutsche Bank Securities Inc., Goldman, Sachs & Co. and JP
Morgan Securities LLC are acting as financial advisors to Macerich
and Kirkland & Ellis LLP, Goodwin Procter LLP and Venable LLP
are acting as legal counsel.
About Macerich
Macerich, an S&P 500 company, is a
fully integrated self-managed and self-administered real estate
investment trust, which focuses on the acquisition, leasing,
management, development and redevelopment of regional malls
throughout the United States.
Macerich currently owns 54 million square feet of real estate
consisting primarily of interests in 51 regional shopping centers.
Macerich specializes in successful retail properties in many of the
country's most attractive, densely populated markets with
significant presence in the Pacific
Rim, Arizona, Chicago and the Metro New York to Washington, DC corridor. Additional
information about Macerich can be obtained from the Company's
website at www.macerich.com.
Forward Looking Statements
This release contains
statements that constitute forward-looking statements which can be
identified by the use of words, such as "expects,"
"anticipates," "assumes," "projects," "estimated" and "scheduled"
and similar expressions that do not relate to historical matters.
Stockholders are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks,
uncertainties and other factors that may cause actual results,
performance or achievements of the Company to vary materially from
those anticipated, expected or projected. Such factors
include, among others, general industry, as well as national,
regional and local economic and business conditions, which will,
among other things, affect demand for retail space or retail goods,
availability and creditworthiness of current and prospective
tenants, anchor or tenant bankruptcies, closures, mergers or
consolidations, lease rates, terms and payments, interest rate
fluctuations, availability, terms and cost of financing and
operating expenses; adverse changes in the real estate markets
including, among other things, competition from other companies,
retail formats and technology, risks of real estate development and
redevelopment, acquisitions and dispositions; the liquidity of real
estate investments, governmental actions and initiatives (including
legislative and regulatory changes); environmental and safety
requirements; the outcome of Simon Property Group, Inc.'s announced
efforts to acquire the Company; and terrorist activities or other
acts of violence which could adversely affect all of the above
factors. The reader is directed to the Company's various
filings with the Securities and Exchange Commission, including the
Annual Report on Form 10-K for the year ended December 31, 2014, for a discussion of such risks
and uncertainties, which discussion is incorporated herein by
reference. The Company does not intend, and undertakes no
obligation, to update any forward-looking information to reflect
events or circumstances after the date of this release or to
reflect the occurrence of unanticipated events unless required by
law to do so.
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SOURCE Macerich Company