NEW YORK — Robert Taubman, chairman and chief executive officer of Taubman Centers, has surrendered the additional voting power obtained from other shareholders to block a takeover move by rival Simon Property Group Inc.
This story first appeared in the January 29, 2003 issue of WWD. Subscribe Today.
The voting agreements, obtained via proxies from nonfamily shareholders following Simon’s hostile bid for Taubman in November, increased the ceo’s voting power to 33.6 percent, enough to block any approval of a merger.
According to a filing with the Securities and Exchange Commission released Tuesday, the 3 percent he obtained from supporters will revert to the original shareholders. The Taubman family members already own 30.6 percent control of the company after a 1998 restructuring.
Simon challenged the validity of the family’s controlling stake, going as far as filing a lawsuit in a Michigan federal court that alleged that the control percentage violated Michigan’s antitakeover statute providing for a 20 percent control threshold. The violation was alleged to have occurred first with the restructuring and then again when the ceo acquired the additional 3 percent voting rights.
As reported, the federal district court overseeing the matter threw out the first claim regarding the restructuring, but let the second claim regarding the 3 percent proceed.
The ceo said in the regulatory filing that Simon’s claims are without merit, but ended the voting agreements to eliminate the issues raised by Simon.
As reported, Simon first offered $18 a share for Taubman, but recently upped its bid to $20, this time with Westfield America as a partner. The latest offer is set to expire Feb. 14.
Elsewhere, Taubman and Gordon Group Holdings are awaiting Simon’s decision on The Forum Shops in Las Vegas. Gordon, a partner with Simon for The Forum Shops, exercised a buy-sell option that gives Simon the choice of either selling out to Gordon or buying Gordon’s minority shares.
Either way, Taubman is in a win-win situation. Should Simon buy Gordon’s shares, Gordon would make a cash investment in Taubman. However, Taubman would be a major winner should Simon elect to sell its shares in the premium shopping site. If that happens, Taubman gets to manage the shopping site.