UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2015
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14469 |
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04-6268599 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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225 WEST WASHINGTON STREET |
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INDIANAPOLIS, INDIANA |
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46204 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 317.636.1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE.
On March 20, 2015, Simon Property Group (or “Simon”) posted an Investor Presentation on its website correcting certain items regarding Simon that were contained in The Macerich Company’s (or “Macerich”) investor presentation published earlier this week.
The information contained in this Item 7.01 and the attached Exhibit 99.1 is furnished to and not filed with the Securities and Exchange Commission. A copy of the Investor Presentation is attached hereto as Exhibit 99.1, and is incorporated herein by reference and constitutes part of this report.
ITEM 8.01 OTHER EVENTS
On March 20, 2015, Simon issued a Press Release announcing that it has sent a letter to Macerich outlining its best and final offer to acquire all of the outstanding shares of Macerich for $95.50 per share in cash and Simon shares. All other terms of Simon’s previous $91.00 per share offer remain the same, including consideration in the form of 50% cash and 50% Simon common stock, utilizing a fixed exchange ratio. The total value of the proposed transaction is approximately $23.2 billion, including assumption of approximately $6.4 billion of Macerich debt outstanding (including its pro rata share of mortgage debt from unconsolidated entities).
A copy of the Press Release is attached hereto as Exhibit 99.2, and is incorporated herein by reference and constitutes part of this report.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Simon Property Group, Inc. (“Simon”) has made for a business combination transaction with The Macerich Company (“Macerich”). In furtherance of this proposal and subject to future developments, if a negotiated transaction is agreed, Simon and Macerich may file one or more registration statements, proxy statements, tender offer statements or other documents with the U.S. Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Simon and/or Macerich may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SIMON AND MACERICH ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Macerich and/or Simon, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Simon through the web site maintained by the SEC at http://www.sec.gov.
Simon and/or Macerich and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Simon’s executive officers and directors in Simon’s definitive proxy statement filed with the SEC on April 10, 2014. You can find information about Macerich’s executive officers and directors in Macerich’s definitive proxy statement filed with the SEC on April 18, 2014. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. You may obtain free copies of these documents using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward Looking Statements
This communication may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Simon Property Group, Inc.’s (“Simon”) offer to acquire The Macerich Company (“Macerich”), its financing of the proposed transaction, its expected future performance (including expected results of operations and financial guidance), and the combined company’s future financial condition, operating results, strategy and plans. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “ongoing,” “upside,” “increases” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in Simon’s most recent annual or quarterly report filed with the Securities and Exchange Commission (the
“SEC”) and assumptions, risks and uncertainties relating to the proposed transaction, as detailed from time to time in Simon’s and/or Macerich’s filings with the SEC, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or documents that we may file from time to time with the SEC, and include, but are not limited to: (i) the ultimate outcome of any possible transaction between Simon and Macerich, including the possibilities that Macerich will reject a transaction with Simon, (ii) the ultimate outcome and results of integrating the operations of Simon and Macerich if a transaction is consummated, (iii) the ability to obtain regulatory approvals and meet other closing conditions to any possible transaction, including the necessary stockholder approvals, (iv) if a transaction with Macerich is consummated, the ability of Simon and General Growth Properties to reach a definitive agreement related to, and complete, the sale of certain assets of Macerich, as such sales would not be a condition to the Macerich transaction, and (v) the risks and uncertainties detailed by Macerich with respect to its business as described in its reports and documents filed with the SEC. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Simon undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit No. |
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Description |
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99.1 |
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Investor Presentation dated March 20, 2015. |
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99.2 |
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Press Release, dated March 20, 2015 issued by Simon Property Group, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 20, 2015
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SIMON PROPERTY GROUP, INC. | |
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By: |
/s/ James M. Barkley |
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James M. Barkley |
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General Counsel and Secretary |
Exhibit 99.1
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SIMON PROPERTY GROUP MARCH 20, 2015 |
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SIMON’S ICONIC ASSETS 2 SUNRISE (MIAMI), FL NOI: $135MM || SALES PSF: $1,149 MIAMI BEACH, FL NOI: $100MM || SALES PSF: $1,642 ORLANDO, FL NOI: $82MM || SALES PSF: $1,537 SAN DIEGO, CA NOI: $73MM || SALES PSF: $1,085 LAS VEGAS, NV NOI: $73MM || SALES PSF: $1,551 ORLANDO, FL NOI: $70MM || SALES PSF: $1,102 CENTRAL VALLEY (NEW YORK CITY), NY NOI: $116MM || SALES PSF: $1,624 LAS VEGAS, NV NOI: $99MM || SALES PSF: $1,616 HOUSTON, TX NOI: $97MM || SALES PSF: $987 GARDEN CITY (NEW YORK CITY), NY NOI: $84MM || SALES PSF: $965 Note: Figures reflect 2014 actual results. NOI based upon total property NOI. Selected assets represent Simon’s top 10 assets as ranked by 2014 total property NOI. AVENTURA MALL WOODBURY COMMON PREMIUM OUTLETS SAWGRASS MILLS THE FORUM SHOPS AT CAESARS HOUSTON GALLERIA ROOSEVELT FIELD ORLANDO VINELAND PREMIUM OUTLETS FASHION VALLEY LAS VEGAS NORTH PREMIUM OUTLETS THE FLORIDA MALL |
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SIMON’S ICONIC MALL ASSETS 3 MIAMI BEACH, FL NOI: $100MM || SALES PSF: $1,642 KING OF PRUSSIA (PHILADELPHIA), PA NOI: $68MM || SALES PSF: $773 ATLANTA, GA NOI: $66MM || SALES PSF: $1,047 BOCA RATON, FL NOI: $57MM || SALES PSF: $867 MIAMI, FL NOI: $56MM || SALES PSF: $1,143 LAS VEGAS, NV NOI: $99MM || SALES PSF: $1,616 GARDEN CITY (NEW YORK CITY), NY NOI: $84MM || SALES PSF: $965 Note: Figures reflect 2014 actual results. NOI based upon total property NOI. Selected assets represent Simon’s top 10 mall assets as ranked by 2014 total property NOI. THE FORUM SHOPS AT CAESARS AVENTURA MALL ROOSEVELT FIELD THE PLAZA AT KING OF PRUSSIA LENOX SQUARE TOWN CENTER AT BOCA RATON DADELAND MALL HOUSTON, TX NOI: $97MM || SALES PSF: $987 HOUSTON GALLERIA SAN DIEGO, CA NOI: $73MM || SALES PSF: $1,085 FASHION VALLEY ORLANDO, FL NOI: $70MM || SALES PSF: $1,102 THE FLORIDA MALL |
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SIMON HAS A DEEP POOL OF GLOBAL, HIGHLY PRODUCTIVE ASSETS 4 (1)Figures reflect 2014 actual results in U.S. Dollars. •Assets With Sales >$726 PSF: 42 •Assets With Sales >$1,088 PSF: 17 •Domestic Assets with Sales >$726 PSF Owned in JV: 8 out of 30 Domestic Domestic Property State Sales PSF (1) Property State Sales PSF (1) 1. The Mall at Rockingham Park NH $2,105 24. The Mall at Chestnut Hill MA $781 2. Aventura Mall FL 1,642 25. SouthPark NC 775 3. Woodbury Common Premium Outlets NY 1,624 26. The Plaza at King of Prussia PA 773 4. The Forum Shops at Caesars LV 1,616 27. La Plaza Mall TX 758 5. Las Vegas North Premium Outlets LV 1,551 28. The Westchester NY 757 6. Pheasant Lane Mall NH 1,549 29. Wrentham Village Premium Outlets MA 747 7. Orlando Vineland Premium Outlets FL 1,537 30. Walt Whitman Shops NY 734 8. Desert Hills Premium Outlets CA 1,350 Subtotal - Domestic (30 Assets) 9. Waikele Premium Outlets HI 1,226 10. Stanford Shopping Center CA 1,165 International 11. Sawgrass Mills FL 1,149 1. Roermond Designer Outlet Phases 2 & 3 Netherlands $1,663 12. Orlando International Premium Outlets FL 1,146 2. Parndorf Designer Outlet Phases 3 & 4 Austria 1,359 13. Dadeland Mall FL 1,143 3. Gotemba Premium Outlets Japan 1,262 14. The Florida Mall FL 1,102 4. Yeoju Premium Outlets Korea 913 15. Fashion Valley CA 1,085 5. Kobe-Sanda Premium Outlets Japan 882 16. Lenox Square GA 1,047 6. Noventa di Piave Designer Outlet Phases 1, 2 & 3 Italy 870 17. The Fashion Centre at Pentagon City VA 991 7. Ashford Designer Outlet UK 864 18. Houston Galleria TX 987 8. Sano Premium Outlets Japan 815 19. Roosevelt Field NY 965 9. Tosu Premium Outlets Japan 786 20. Town Center at Boca Raton FL 867 10. Toronto Premium Outlets Canada 755 21. Copley Place MA 856 11. Paju Premium Outlets Korea 743 22. The Fashion Mall at Keystone IN 818 12. Rinku Premium Outlets Japan 728 23. Carlsbad Premium Outlets CA 797 Subtotal - International (12 Assets) |
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SIMON HAS DIVERSE GROWTH AVENUES 5 Simon’s global retail platform is poised to capture attractive growth opportunities beyond just the U.S. mall sector Outlets Development & Redevelopment McArthurGlen Hudson’s Bay Joint Venture International Klépierre •Strategically grow Premium Outlets platform through new development and expansions •Four new development openings projected in 2015 and four future development projects approved •Strategic presence in the highest growth international markets including relationships with best-in-class partners •NOI generated outside the U.S. is approximately 9% of total and growing •Project pipeline of $1 billion per annum through 2016 fully funded with annual free cash flow •$1.8 billion in redevelopment and expansion projects currently underway at 27 properties •29% interest in Klépierre (owns shopping centers in 13 European countries) as of Dec. 31, 2014 •Initial investment of €1.5 billion in March 2012 has increased to a current value of €2.6 billion (72%) •Joint venture with McArthurGlen to own and develop designer outlets, primarily in Europe •Opportunities for expansions of existing assets and potential new development in Italy, France, Belgium, Germany, The Netherlands, Spain and the UK •Strategic venture focused on credit tenant, net-leased and multi-tenanted retail buildings, including department stores •Venture initially includes 42 owned or ground-leased buildings leased to HBC’s full-line department store banners, Saks Fifth Avenue and Lord & Taylor |
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SIMON’S MALL PORTFOLIO 6 (1)Simon defines sales PSF as total reported tenant sales on a trailing 12-month basis at owned GLA (for mall stores with less than 10,000 sq. ft.) in the malls. (2)Simon defines occupancy as the percentage of GLA leased on the last day of the reporting period for all Simon owned space except for mall anchors, mall majors and mall freestanding. (3)Reflects the ratio of EBITDA to total revenues. Simon’s EBITDA margins exclude impact of assets spun-off to Washington Prime Group. Mall Portfolio Number of Malls 109 12/31/14 Sales PSF (1) $631 12/31/14 Occupancy (2) 96.6% EBITDA Margin (3) 2014 70.7% 2013 71.0% 2012 70.5% |
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IMPORTANT IBM JOINT VENTURE INFORMATION 7 •In 1998 Simon and Macerich acquired a 12 mall portfolio from IBM in a 50/50 JV •Management and leasing responsibilities were split among assets on a geographic basis •The East and West portfolios were far from comparable •The West portfolio was comprised primarily of malls that dominated strong middle markets with little or no competition, while the East portfolio properties were, for the most part, located in competitive markets •In the 2000’s, several of the West portfolio properties benefitted from local economic factors such as favorable banking laws (Sioux Falls, SD), ethanol production (Iowa) and energy / mining (Grand Junction, CO) •In 2011 Macerich initiated discussions to dissolve the partnership and offered Simon its choice of either the East or West portfolio •Simon elected to take the better real estate West portfolio which had been previously managed and leased by Macerich •Since taking over leasing and management on December 31, 2011, Simon has increased the NOI of the West portfolio by 16.9% and increased NOI margins from 64.7% to 69.7% Note: Dollars in millions. Mall Location Distance to Nearest Mall Mall Location Distance to Nearest Mall Mesa Mall Grand Junction, CO 163 miles Lake Square Mall Leesburg, FL 25 miles Macerich Simon Rushmore Mall Rapid City, SD 156 miles Valley Mall Harrisonburg, VA 24 miles Managed Managed Empire Mall Sioux Falls, SD 77 miles Northpark Mall Davenport, IA 8 miles West East Southern Hills Mall Sioux City, IA 77 miles Southpark Mall Moline, IL 8 miles Portfolio Portfolio South Ridge Mall Des Moines, IA 9 miles Granite Run Mall Media, PA 4 miles Lindale Mall Cedar Rapids, IA 7 miles Eastland Mall Evansville, IN 2 miles |
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Source: Company filings and SNL Financial. (1)Reflects Simon’s FFO per share as reported. (2)Simon's 2014 FFO per share as reported excludes FFO from Washington Prime Group subsequent to the effective date of the spin-off. Comparable FFO per share growth as compared to 2013 was 13.9%. (3)Based on SNL Financial consensus 2015E FFO per share estimates as of March 18, 2015. (4)Excludes the special distribution to shareholders of Washington Prime Group stock in connection with its spin-off from Simon. For the avoidance of doubt, the figures do not include any dividends paid by WPG, which equates to $0.50 per SPG share per year based upon the spin-off distribution ratio. (5)Includes a $0.20 per share special dividend paid during 4Q11. (6)It is assumed that the 2015 dividend per share amount is equal to the most recently declared quarterly common dividend annualized. (7)Includes U.S. Malls and Premium Outlets owned under comparable periods; excludes lease termination income, interest income, land sale gains and the impact of significant redevelopment activities. Simon’s 2014 figures exclude impact of assets spun-off to WPG. All figures prior to 2014 include impact of assets spun-off to WPG. FFO per Share (As Reported) (1) Common Dividends per Share (4) SIMON HAS CONSISTENTLY DELIVERED FOR ITS SHAREHOLDERS Simon reinforces its industry leading comparable NOI growth (7) |
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SIMON’S INDUSTRY LEADING BALANCE SHEET 9 Simon’s A rated fortress balance sheet provides broad access to all forms of capital, including the investment grade global unsecured debt markets, which provide a durable cost of capital advantage Note: All figures presented on a pro rata basis. (1)Reflects availability based upon amounts outstanding as of December 31, 2014, including commercial paper. Capacity increased to $6.75 billion pro forma for recently closed amended / extended and upsized facility. (2)Calculated as 4Q14 LQA EBITDA divided by the sum of 4Q14 LQA interest expense and capitalized interest. |
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AGREEMENT IN PRINCIPLE WITH GENERAL GROWTH 10 •In order to make the record clear, Simon has previously advised Macerich of the following regarding its agreement with GGP: •There has never been any agreement regarding either Simon’s or GGP’s right to independently bid for the business or any assets of Macerich •Simon’s bid is in no way conditioned upon the sale of assets to GGP •There is no restriction on share acquisitions or dispositions by GGP or Simon, nor any agreement as to the management of the business and affairs of Macerich, other than the undertaking of the possible property sales to GGP •Simon has been advised by GGP that it does not own any shares of Macerich common stock; Simon has not acquired any shares of Macerich common stock since October 15, 2014 Simon has reached an agreement in principle to sell selected Macerich assets to General Growth Properties in connection with the closing of the acquisition |
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SIMON’S CLASS B SHARES 11 •To clarify any potential misperceptions, Simon presents the following facts about its Class B shares: •Structure has been in place since IPO in 1993, and always fully disclosed •Reflective of Simon family's continued significant stake in the company »Approximately ~31 million share equivalents, or approximately $6 billion •Currently elects a minority of 3 (even though it has the right to elect 4) out of Simon's 10 total directors »Right to elect is eliminated as shareholdings are reduced •Only 2 of those 3 directors are Simon family members »The third director is Richard Sokolov, the Company's President and highly regarded REIT veteran |
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SIMON FACTS 12 Development Pipeline Scale Total Shareholder Returns Portfolio Quality Based on Percentage of “A” Malls FFO per Share Growth Rates Transparent Disclosure •Simon’s development pipeline includes only approved, active projects and not its shadow pipeline which totals several billion dollars •Inclusion of WPG total return in Simon’s total return figure is inappropriate and contrary to standard industry practices •Green Street Advisors’ information reflects purely the number of assets rather than their value •Simon’s figure reflects the inclusion of unranked outlets, which are some of the best retail projects in America •Consensus 2015E FFO per share estimates relative to company guidance are higher for Simon •Simon has met or beat consensus FFO per share estimates 34 of the last 36 quarters (94.4%) •Other retail REITs, including CBL, Macerich and Taubman, include outlets within their mall portfolio disclosures •Simon’s transparency and results speak for themselves |
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13 This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Simon Property Group, Inc. ("Simon") has made for a business combination transaction with The Macerich Company ("Macerich"). In furtherance of this proposal and subject to future developments, Simon (and, if a negotiated transaction is agreed, Macerich) may file one or more registration statements, proxy statements, tender offer statements or other documents with the U.S. Securities and Exchange Commission (the "SEC"). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Simon and/or Macerich may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SIMON AND MACERICH ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Macerich and/or Simon, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Simon through the web site maintained by the SEC at http://www.sec.gov. Simon and/or Macerich and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about executive officers and directors in definitive proxy statement filed with the SEC on April 10, 2014. You can find information about executive officers and directors in definitive proxy statement filed with the SEC on April 18, 2014. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. You may obtain free copies of these documents using the sources indicated above. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Forward Looking Statements This communication may include -looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Simon Property Group, Inc ("Simon") offer to acquire The Macerich Company ("Macerich"), its financing of the proposed transaction, its expected future performance (including expected results of operations and financial guidance), and the combined future financial condition, operating results, strategy and plans. Forward-looking statements may be identified by the use of the words or and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in most recent annual or quarterly report filed with the Securities and Exchange Commission (the and assumptions, risks and uncertainties relating to the proposed transaction, as detailed from time to time in and/or filings with the SEC, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or documents that we may file from time to time with the SEC, and include, but are not limited to: (i) the ultimate outcome of any possible transaction between Simon and Macerich, including the possibilities that Macerich will reject a transaction with Simon, (ii) the ultimate outcome and results of integrating the operations of Simon and Macerich if a transaction is consummated, (iii) the ability to obtain regulatory approvals and meet other closing conditions to any possible transaction, including the necessary stockholder approvals, (iv) if a transaction with Macerich is consummated, the ability of Simon and General Growth Properties to reach a definitive agreement related to, and complete, the sale of certain assets of Macerich, as such sales would not be a condition to the Macerich transaction, and (v) the risks and uncertainties detailed by Macerich with respect to its business as described in its reports and documents filed with the SEC. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Simon undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes. ADDITIONAL INFORMATION |
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Investor Contact:
Tom Ward
317-685-7330
Media Contacts:
Les Morris
317-263-7711
George Sard/Hugh Burns/Brooke Gordon/Nat Garnick
Sard Verbinnen & Co.
212-687-8080
SIMON PROPERTY GROUP MAKES BEST AND FINAL OFFER TO ACQUIRE MACERICH FOR $95.50 PER SHARE IN CASH AND STOCK
Represents 37% Premium To Unaffected Price Of Macerich Shares
Offer Will Be Withdrawn on April 1 If No Engagement
Simon Will Not Nominate Directors To Macerich Board
INDIANAPOLIS, March 20, 2015 — Simon Property Group, Inc. (NYSE: SPG) today announced that it has sent a letter to The Macerich Company (NYSE: MAC) outlining its best and final offer to acquire all of the outstanding shares of Macerich for $95.50 per share in cash and Simon shares. All other terms of Simon’s previous $91.00 per share offer remain the same, including consideration in the form of 50% cash and 50% Simon common stock, utilizing a fixed exchange ratio. The total value of the proposed transaction is approximately $23.2 billion, including assumption of approximately $6.4 billion of Macerich debt outstanding (including its pro rata share of mortgage debt from unconsolidated entities).
The offer represents a 37% premium to Macerich’s unaffected closing stock price of $69.88 on November 18, 2014, the day before Simon disclosed its 3.6% investment in Macerich (equivalent to 5.71 million shares). The offer is also $24.50 per share above, or a 35% premium to, the $71.00 share price underlying the November 2014 agreement by Macerich’s Board of Directors to issue 10.9% of Macerich’s shares to Ontario Teachers’ Pension Plan in exchange for certain joint venture interests.
David Simon, Simon’s Chairman and Chief Executive Officer, said, “Macerich’s decision to adopt extreme defensive measures is disappointing. We have repeatedly expressed our desire to work with Macerich to reach a mutually beneficial agreement and do not believe a protracted, multi-year proxy battle is in the interests of the shareholders of
either company. We believe our offer is compelling and will deliver significant and immediate value to Macerich shareholders. We encourage the Macerich Board to give our proposal the serious consideration it deserves and to take into account the views of Macerich shareholders.”
There is no financing condition to the proposal and Simon believes there are no legal or other impediments to completing the proposed transaction.
Simon has posted a new investor presentation to its website, which can be accessed at http://investors.simon.com. The presentation corrects certain items regarding Simon that were contained in the Macerich investor presentation published earlier this week. Simon also will file a copy of the presentation with the Securities and Exchange Commission (SEC).
BofA Merrill Lynch is acting as Simon’s lead financial advisor, with Morgan Stanley & Co. LLC also acting as a financial advisor in connection with this transaction. Latham & Watkins LLP is acting as legal counsel to Simon.
The full text of Mr. Simon’s March 20, 2015 letter to Macerich is below.
March 20, 2015
Mr. Arthur M. Coppola
Chairman of the Board and
Chief Executive Officer
The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, CA 90401
Dear Art:
I had hoped that by now, we could have engaged in meaningful discussions to determine if a deal could be agreed upon for Simon’s acquisition of The Macerich Company. Because that has not happened, I am writing to advise you as follows:
We are making our best and final offer for all Macerich common stock of $95.50 per share, payable 50% in cash and 50% in Simon common stock using a fixed exchange ratio.
All of the remaining terms of our prior offer remain the same, including the fact that our offer is not subject to financing or the sale of assets to General Growth Properties.
We hope you and your board will give this offer full and fair consideration and will take into account input from Macerich shareholders.
Out of respect for the shareholders of both companies, we have decided not to nominate directors for the Macerich board or otherwise prolong this process. Accordingly, if we do not meet with Macerich to negotiate terms and conditions of a
definitive agreement by 5:00 p.m., Pacific Time on Wednesday, April 1, 2015, this offer and our interest in pursuing a transaction with Macerich will be withdrawn.
I look forward to hearing from you.
Sincerely,
David Simon
Chairman of the Board and
Chief Executive Officer
About Simon
Simon is a global leader in retail real estate ownership, management and development and a S&P100 company (Simon Property Group, NYSE: SPG). Our industry-leading retail properties and investments across North America, Europe and Asia provide shopping experiences for millions of consumers every day and generate billions in annual retail sales. For more information, visit www.simon.com.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Simon Property Group, Inc. (“Simon”) has made for a business combination transaction with The Macerich Company (“Macerich”). In furtherance of this proposal and subject to future developments, if a negotiated transaction is agreed, Simon and Macerich may file one or more registration statements, proxy statements, tender offer statements or other documents with the U.S. Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Simon and/or Macerich may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SIMON AND MACERICH ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Macerich and/or Simon, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Simon through the web site maintained by the SEC at http://www.sec.gov.
Simon and/or Macerich and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Simon’s executive officers and directors in Simon’s definitive proxy statement filed with the SEC on April 10, 2014. You can find information about Macerich’s executive officers and directors in Macerich’s definitive proxy statement filed with the
SEC on April 18, 2014. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. You may obtain free copies of these documents using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward Looking Statements
This communication may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Simon Property Group, Inc.’s (“Simon”) offer to acquire The Macerich Company (“Macerich”), its financing of the proposed transaction, its expected future performance (including expected results of operations and financial guidance), and the combined company’s future financial condition, operating results, strategy and plans. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “ongoing,” “upside,” “increases” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in Simon’s most recent annual or quarterly report filed with the Securities and Exchange Commission (the “SEC”) and assumptions, risks and uncertainties relating to the proposed transaction, as detailed from time to time in Simon’s and/or Macerich’s filings with the SEC, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or documents that we may file from time to time with the SEC, and include, but are not limited to: (i) the ultimate outcome of any possible transaction between Simon and Macerich, including the possibilities that Macerich will reject a transaction with Simon, (ii) the ultimate outcome and results of integrating the operations of Simon and Macerich if a transaction is consummated, (iii) the ability to obtain regulatory approvals and meet other closing conditions to any possible transaction, including the necessary stockholder approvals, (iv) if a transaction with Macerich is consummated, the ability of Simon and General Growth Properties to reach a definitive agreement related to, and complete, the sale of certain assets of Macerich, as such sales would not be a condition to the Macerich transaction, and (v) the risks and uncertainties detailed by Macerich with respect to its business as described in its reports and documents filed with the SEC. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified
in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Simon undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes.