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Westfield, Simon join forces, offer $20 per share for Taubman

The clash of the Titans continues, and now Simon Property Group has pulled Westfield into the fray. Simon and Westfield America announced a joint cash tender offer for all of Taubman’s common shares at $20 per share, an 11 percent increase from Simon’s prior $18-per-share solo bid. Under the terms of the Simon/Westfield agreement, each REIT would pay half of the aggregate consideration for Taubman shares.

Simon indicated in a press release that the tender offer will expire on Valentine’s day, and that it will withdraw its offer and end efforts to acquire Taubman if at least two-thirds of Taubman’s outstanding common shares aren’t tendered.

This new offer could be just the deal Taubman shareholders have been holding out for, says Morgan Stanley analyst Matthew Ostrower. "The new price makes it very likely Simon/ Westfield will receive the two-thirds majority of common shareholders that they desire," he writes in a report on the offer, which he says represents a 7.8 percent cap rate on the basis of property-level NOI. "But this alone is not sufficient to achieve the takeover of Taubman," he adds.

Simon must still win its case in court against Taubman’s independent board members to claim the company. Ostrower says the process will take time, but he believes Taubman will eventually exchange hands in spite of board members’ resistance.

"Many shareholders are now also asking if Westfield might not be willing to raise its own bid from here, even if it meant pursuing the transaction without Simon," Ostrower adds. But on a conference call, Westfield executives emphasized their desire for a quick, low-cost victory.

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