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Will A White Knight Save Taubman?

Could The Rouse Co. step in and save Taubman Centers from the jaws of Simon Property Group? A recent court ruling makes the possibility as viable as any other outcome, Wall Street analysts are saying.

Late last week, Michigan judge Victoria Roberts clarified her ruling in the Simon/Taubman preferred shares lawsuit. She unambiguously stated she intends to block the Taubman family and many Taubman insiders from voting their contested B-class stock, which makes up 33.6 percent of the REIT’s outstanding shares.

So what’s next? Taubman will appeal. Morgan Stanley analyst Matthew Ostrower says the process will be expedited to take 1-3 months. "If the decision holds, Taubman will very likely trade hands," he says in his report on the ruling. He adds that Roberts’ ruling is viewed by many lawyers as fairly unusual and extreme. "If it is overturned, Simon and Westfield will likely continue to pursue the proxy contest." The proxy contest could play out over a number of years, as Simon and Westfield attempt to fill Taubman board seats with people sympathetic to their cause.

If Taubman loses the appeal, a "white knight" could join the fray, outbidding Simon and Westfield’s $20-per-share offer. "With its loss in court and the risk of losing future appeals, it seems more probable that Taubman will be put up for auction," says Deutsche Bank Securities analyst Lou Taylor. "Potential buyers could be both public and private entities, including a Taubman family-led bid.

Rouse has stated that it would be interested in acquiring Taubman at $20 per share, if Taubman opens the process to secondary bidders. Another possibility is for Taubman to cut a deal with Simon and Westfield splitting the portfolio three ways, analysts say.

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