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. Macerich rejected that offer on March 17, arguing that it undervalued the company and enacting defenses ahead of a possible battle.
Simon returned with a new $95.50 per share offer on March 20, but said that if it had not met with Macerich by April 1, the offer would be withdrawn.
Macerich, based in Santa Monica, Calif., on Tuesday said its board had rejected the revised proposal, arguing that its prospects as a stand-alone are superior to the consideration Simon had offered.
"Simon's proposal has shined a bright light on the value of Macerich and our unparalleled collection of assets in the most desirable and highest barrier-to-entry markets," Macerich chairman and CEO Arthur Coppola said in a statement. "We have a long-term successful track record and a strategy that positions Macerich as the premier, pure-play high-end mall REIT with numerous embedded opportunities for future value creation and significant upside potential."
Coppola noted Macerich's efforts to shed lower-growth assets and redeploy capital to better properties, and said the company has a plan in place to increase operating margins.
"We realize that Macerich currently faces a disconnect between private market valuations and public market views -- a situation we have seen before," Coppola said. "Letting that disconnect persist is not an option."
Simon's move was expected, as analysts said the law in Maryland, where Macerich is incorporated, affords the company considerable protections against hostile offers. Macerich on March 17 staggered the election of its directors and adopted a poison pill in response to Simon's initial offer. Simon, which owned a 3.6% in Macerich at the time of the offer, appears to be hoping that a decline in Macerich's share price might prompt investors to force the company to engage in talks.
Macerich owns about 54 million square feet of real estate including interests in 51 regional shopping centers primarily in densely populated markets. Simon meanwhile operates more than 200 properties in the U.S. and abroad.