NEW YORK — Taubman Centers Inc.’s board has made official its rejection of the $1.74 billion takeover attempt by rival Simon Properties Group and Westfield America.
For now, Simon says…nothing.
In a letter dated March 4, but not publicly disclosed until Wednesday, the board wrote: “We have unanimously rejected your $20 per share offer as inadequate and not in the best interests of the shareholders of Taubman Centers. The board’s recommendation was made after thorough consideration of your offer and consultation with our financial and legal advisers.”
The board said it was not prepared to recommend to shareholders the sale of the company, nor did it believe that “maximum value” would be realized by selling the company at this time.
All eight members of the board signed the letter in a vote of unanimity. One of those members is Jerome A. Chazen, chairman emeritus of Liz Claiborne Inc.
As reported, Taubman and Simon have been slinging mud back and forth since November, with allegations still pending in a lawsuit filed in a Michigan federal court. Simon is attacking the voting rights held by members of the Taubman family, who own a controlling stake in the real estate investment trust.
The Simon/Westfield offer, originally set to expire on Feb. 14, has been extended until March 28.
According to Taubman’s proxy statement filed May 12, 2002, with the Securities and Exchange Commission, Chazen was paid an annual fee of $35,000, plus $1,000 for each board or committee meeting he attended. He is on the audit and compensation committees. Chazen’s term ends next year. A board member since 1992, he is also a director of Fashionmall.com Inc.