Item 8.01. OTHER EVENTS.
As previously announced, on February 9, 2020, TCO, the Taubman Operating Partnership, Simon, the Simon Operating Partnership, Silver
Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Simon Operating Partnership (“Merger Sub 1”), and Silver Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub 1
(“Merger Sub 2” and, together with Simon, the Simon Operating Partnership and Merger Sub 1, the “Simon Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which, subject to the satisfaction or waiver of certain
conditions, Merger Sub 2 will be merged with and into the Taubman Operating Partnership (the “Partnership Merger”) and TCO will be merged with and into Merger Sub 1 (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”). In
connection with the Merger Agreement, on May 29, 2020, TCO filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”).
The following supplemental disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety.
To the extent that information herein differs from or updates information contained in the Proxy Statement, the information contained herein supersedes the information contained in the Proxy Statement. Defined terms used but not defined herein have
the meanings set forth in the Proxy Statement.
As previously announced, on June 10, 2020, Simon delivered to the Taubman Parties a notice purporting to terminate the Merger
Agreement (the “Purported Termination Notice”). In the Purported Termination Notice, Simon claimed that that the Taubman Parties had suffered a Material Adverse Effect (as defined in the Merger Agreement) and had also breached their covenant to use
commercially reasonable efforts to operate in the ordinary course of business. Later on June 10, 2020, TCO issued a press release stating that the Taubman Parties believe 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. In their press release, the Taubman Parties also stated that they intend 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, and that the Taubman Parties intend to pursue their remedies to enforce their 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 transaction price.
Also on June 10, 2020 Simon and the Simon Operating Partnership filed a complaint (the “Simon Complaint”), styled as Simon Property Group, Inc. and Simon Property Group, L.P. v. Taubman Centers, Inc. and Taubman Realty Group, L.P., Case No. 2020-181675-CB in the State of Michigan Circuit Court for the Sixth Judicial Circuit (Oakland County) (the “Court”), seeking a declaratory judgment that, among other
things, the Taubman Parties had suffered a Material Adverse Effect and had breached their covenant in the Merger Agreement to use commercially reasonable efforts to operate in the ordinary course of business and as a result Simon’s purported
termination of the Merger Agreement was valid.
On June 17, 2020, the Taubman Parties filed an Answer, Affirmative Defenses, and Counterclaim (the “Taubman Answer and Counterclaim”)
in response to the Simon Complaint, which added Merger Sub 1 and Merger Sub 2 as counterclaim defendants. In the Taubman Answer and Counterclaim, the Taubman Parties deny that the Taubman Parties had suffered a Material Adverse Effect or that they
had breached their covenant to use commercially reasonable efforts to operate in the ordinary course of business, consistent with past practices, and therefore the Merger Agreement could not be terminated by the Simon Parties. Additionally, in the
Taubman Answer and Counterclaim the Taubman Parties seek to have the Court enter a judgment of specific performance, compelling the Simon Parties to comply with their obligations under the Merger Agreement and consummate the Transactions.
Additionally, the Taubman Parties seek a declaratory judgment that, due to the Simon Parties’ repudiation and material breach of the Merger Agreement by delivering the Purported Termination Notice and failing to use reasonable best efforts to
consummate the Transactions, the Taubman Parties have the right to seek damages, including based on the loss of the premium offered to the Taubman Parties’ equity holders.
Additionally, on June 17, 2020, the Taubman Parties filed with the Court a Motion for Expedited Proceedings, requesting that the Court
set an expedited schedule for the proceedings in the above action, with a five-day non-jury trial beginning on August 24, 2020. The Simon Parties expect to file a response to this motion on June 22, 2020. The Court has scheduled a hearing on this
motion for June 24, 2020.
As previously announced, the Special Meeting of Shareholders, at which TCO shareholders will be asked to adopt and approve the Merger
Agreement, remains scheduled for June 25, 2020, at 10:00 A.M,. at Taubman’s headquarters in Bloomfield Hills, Michigan. In light of Simon’s Purported Termination Notice and lawsuit, it can be expected that the Simon Parties will not proceed to
consummate the Mergers even if Taubman shareholder approval is received.