Macerich Rejects Proposal From Simon Property; Adopts Classified Board Structure

(RTTNews) - The Macerich Company (MAC) announced that its Board, after consulting with its financial and legal advisors, unanimously determined that the unsolicited, conditional proposal from Simon Property Group, Inc. (SPG) to acquire the company for $91.00 per share in cash and stock substantially undervalues Macerich and is not in the best interests of Macerich and its stockholders.

The Board noted that there are significant obstacles to consummating the transaction Simon Property Group has proposed due to serious questions arising under applicable state and federal law, including those raised by Simon Property Group's stock accumulation and other issues. The Board believes that Simon's Property Group's partnership with General Growth Properties is stockholder-unfriendly and raises questions of legality.

The Macerich Company also announced that its Board has unanimously approved two governance changes 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 takeover attempts. 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 addition, the Board has adopted a limited duration stockholder rights plan, effective March 17, 2015, and authorized a dividend distribution of one preferred share purchase right on each outstanding share of Macerich's common stock. If not redeemed or otherwise exchanged, the Rights Plan is limited in duration and will expire on the date of the 2016 Annual Meeting of Stockholders.

Macerich's Board elected to implement these governance changes in response to the takeover proposal from Simon Property Group.