NEW YORK (The Deal) -- Mall operator Macerich (MAC - Get Report) on Tuesday rejected an unsolicited $22 billion takeover offer from Simon Property Group (SPG - Get Report), and raised its defense ahead of a possible takeover fight.
Indianapolis-based Simon went public March 9 with a $91 per share cash and stock offer for Macerich that valued the rival REIT's equity at about $16 billion. The offer was 30% above Macerich's closing price on Nov. 18, 2014, the day before Simon Property disclosed a 3.6% stake.
But in a statement and letter Tuesday, Macerich, based in Santa Monica, Calif., said that its board and advisers have concluded the offer undervalues the company. Macerich also said it was staggering its board and adopting a limited-duration stockholder rights plan designed to protect shareholders from what the company called "coercive takeover attempts."
The so-called poison pill would activate should any person or group acquire beneficial ownership of 10% or more of Macerich's common stock.
Macerich, owner of interests in 51 shopping centers with 54 million square feet of real estate in some of the nation's top urban markets, said that it believes it can generate more value on its own.
"After careful consideration, the Macerich board of directors unanimously determined that Simon Property Group's unsolicited proposal significantly undervalues Macerich and fails to reflect the full value of our portfolio of unique and irreplaceable assets and our positive growth prospects," Macerich chairman and CEO Arthur Coppola said in a statement. "We believe that our continued focus on portfolio transformation, productivity enhancement and development opportunities will deliver industry-leading growth and significantly greater value to Macerich stockholders than Simon's proposal."
The rejection was expected, with KeyBanc Capital Markets analyst Todd Thomas last week referring to the Simon Property bid as "a decent starting point." Simon Property had no immediate comment Tuesday morning.
In making its case to remain independent, Macerich noted that in the past two years, it has increased its sales-per-square-foot by investing in high-end projects while shedding lower quality malls, and said it sees opportunities to spend $400 million to $500 million per year over the next five years on improvements that "will materially enhance stockholder value."
The company also complained it was unable to evaluate Simon Property's margin claims because Simon does not disclose separate performance data between malls and outlets, and said it sees "significant obstacles" to a deal due to "serious questions arising under applicable state and federal law, including those raised by Simon Property Group's stock accumulation and other issues."
Macerich also described a side agreement between Simon Property and General Growth Properties (GGP) that would see General Growth buy certain Macerich assets should Simon's takeover attempt succeed as "stockholder-unfriendly" and said that partnership "raises questions of legality."
Deutsche Bank Securities, Goldman Sachs and JP Morgan Securities are acting as financial advisers to Macerich, with Kirkland & Ellis, Goodwin Procter and Venable acting as legal counsel.
Bank of America Merrill Lynch and Latham & Watkins are advising Simon Property.