Macerich’s foes on Wednesday played another card in their dispute with the Santa Monica-based shopping center owner and developer.
Shareholders Orange Capital and Land & Buildings have been vocal in their objection to Macerich’s decision last month to reject Simon Property Group’s offer to acquire the mall owner for $16.8 billion, or $95.50 a share.
After threatening legal action to get their candidates elected to the Macerich board, Orange Capital and Land & Buildings filed a proxy statement with the Securities and Exchange Commission, proposing that shareholders elect their slate of four director nominees, Marc Gordon, Gregory Hughes, Jonathan Litt and Jeremy Pemberton to serve as Class I directors and hold office until the annual meeting of stockholders in 2018.
“We do not believe that the current board of directors of [Macerich] has pursued a strategic course that would maximize the potential value of Macerich,” the activist shareholders said.
The proxy statement also asks shareholders to vote against Macerich’s advisory resolution on the compensation of its executive officers.
Last week, Orange Capital and Land & Buildings said that they had formed an investment group to advocate for change at Macerich. Orange/L&B, the entity, claimed that Macerich tried to block the nominations of two of its candidates to the board. Orange/L&B said it would pursue litigation through the courts for the right to nominate “four highly qualified directors” to the Macerich board.
A letter to Macerich chairman and chief executive officer Art Coppola signed by Jonathan Litt, founder and chief information officer of Land & Buildings, urged Coppola to reengage with Simon “given the fact that your own valuation shows that you are only approximately 5 percent apart. The opportunity still exists for you to abide by your fiduciary duties for the benefit of your shareholders.”
Macerich’s fourth-biggest shareholder, Cohen & Steers, has also asked the mall owner and developer to come up with a plan that would deliver as much value as Simon’s attempted takeover.