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
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
The rights become exercisable if any person or group acquires beneficial ownership of 10% or more of
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
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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
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SOURCE
John Perry, Senior Vice President-Investor Relations, 424-229-3345; Jean Wood, Vice President-Investor Relations, 424-229-3366; Joele Frank / Andrew Siegel / Scott Bisang, Joele Frank, Wilkinson Brimmer Katcher, 212-355-4449