Taubman Centers Confirms Receipt of Notice from Simon Property Group Purporting to Terminate Merger Agreement
10 Junio 2020 - 12:44PM
Business Wire
Taubman Centers, Inc. (NYSE: TCO) (“Taubman”) confirmed that
Simon Property Group, Inc. (“Simon”) has today delivered a notice
purporting to terminate the previously announced Agreement and Plan
of Merger among Simon, Taubman, The Taubman Realty Group Limited
Partnership (“TRG”) and other parties.
Taubman believes that Simon’s purported termination of the
Merger Agreement is invalid and without merit, and that Simon
continues to be bound to the transaction in all respects. 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 intends to pursue
its remedies to enforce its contractual rights under the Merger
Agreement, including, among other things, the right to specific
performance and the right to monetary damages, including damages
based on the deal price.
Taubman has also announced that its Special Meeting of
Shareholders, at which Taubman shareholders will be asked to
approve the Merger Agreement, remains scheduled for June 25, 2020
at 10:00 A.M. at Taubman’s headquarters in Bloomfield Hills,
Michigan.
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 shopping centers in the U.S.
and Asia. Taubman’s U.S.-owned properties are the most productive
in the publicly held U.S. regional 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.
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 failure to receive, on a timely
basis or otherwise, the required approvals by Taubman’s
shareholders; the risk that a condition to closing of the
transaction may not be satisfied; Simon’s and Taubman’s ability to
consummate the transaction; the outcome of any litigation between
Simon and Taubman related to the transaction; the possibility that
the anticipated benefits from the transaction will not be fully
realized; the ability of Taubman 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 industries in which Simon and Taubman operate, as detailed
from time to time in each of Simon’s and Taubman’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 Taubman’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2019. Taubman
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 Taubman 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.
Taubman 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.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving Taubman and Simon. This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. In connection with the proposed
transaction, on May 29, 2020, Taubman filed a definitive proxy
statement on Schedule 14A with the SEC, and promptly mailed the
definitive proxy statement and a proxy card to each shareholder of
Taubman entitled to vote at the special meeting relating to the
proposed transaction. This communication is not a substitute for
the proxy statement or any other document that Taubman may file
with the SEC or send to its shareholders in connection with the
proposed transaction. BEFORE MAKING ANY VOTING DECISION,
SHAREHOLDERS OF TAUBMAN ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT TAUBMAN AND THE PROPOSED TRANSACTION.
The definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the proposed
transaction (when they become available), and any other documents
filed by Taubman with the SEC, may be obtained free of charge at
the SEC’s website (http://www.sec.gov) or at Taubman’s website
(www.taubman.com).
Participants in the Solicitation
Taubman and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of
Taubman in connection with the transaction, including a description
of their respective direct or indirect interests, by security
holdings or otherwise, is included in the Proxy Statement described
above filed with the SEC. Additional information regarding
Taubman’s directors and executive officers is also included in
Taubman’s proxy statement on Schedule 14A for its 2019 Annual
Meeting of Shareholders, which was filed with the SEC on April 30,
2019, or its 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. These documents are available
free of charge as described above.
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version on businesswire.com: https://www.businesswire.com/news/home/20200610005757/en/
Erik Wright, Taubman, Manager, Investor Relations, 248-258-7390
ewright@taubman.com
Maria Mainville, Taubman, Director, Strategic Communications,
248-258-7469 mmainville@taubman.com
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