Simon Property Group Responds to Macerich's "Scorched Earth" Rejection of Simon Proposal

Simon Property Group

today responded to the rejection by The Macerich Company

of Simon's proposal to acquire the outstanding shares of Macerich for $91.00 per share in cash and Simon shares, and Macerich's decision to classify its Board of Directors without a shareholder vote and adopt a poison pill. Simon David Simon, Simon's Chairman and Chief Executive Officer, said, "The Macerich Board has sent shareholders a clear message that it will do everything in its power to block a value-creating transaction and prevent them from having a voice in matters critical to the value of their investment. It is truly disappointing Macerich would not even meet to discuss our proposal and remarkable that its view on value could have changed so drastically just four months after issuing 10.9% of its shares at the $71.00 level. "Macerich's rejection is based on a rosy view of its future prospects. Shareholders should closely examine Macerich's history of delivering on its forecasts, which pales in comparison to Simon's long track record of delivering industry-leading results that have outpaced Macerich in virtually every operating and financial category. Based on Simon's long history of outperforming Macerich, we are confident Macerich shareholders will realize more value through a combination with Simon than they could on a standalone basis. "Macerich's decision to stagger its board without shareholder approval would be poor corporate governance at any time, but it is particularly egregious given that we recently notified Macerich that, should the need arise, we would nominate a number of candidates that would constitute only a minority of their Board. Macerich clearly does not believe its shareholders can be trusted to decide the composition of its board when the value of their investment hangs in the balance. "The strategic logic of our proposal has been widely recognized, the value is compelling, and it is not conditioned on financing or dispositions. In addition, we are comfortable there are no legal issues with our offer, as to General Growth or otherwise, and no other impediments – aside from the Macerich Board – to the completing the proposed transaction. Given this extreme, scorched-earth response, Macerich shareholders should scrutinize the actions and motives of the Macerich Board." 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.