Simon Property Group Inc. and Taubman Centers Inc. announced that they have reached a definitive agreement modifying certain terms of the original merger agreement, including a modified purchase price of $43.00 per share in cash and other provisions to reduce closing conditionality.
That is down from the original price of $52.50 when the deal was first reached in February. The new deal is about $800 million less than the initial deal valued at $3.6 billion.
The modified merger agreement continues to provide that Simon will acquire an 80 percent ownership interest in The Taubman Realty Group Limited Partnership (TRG). The Taubman family will sell approximately one-third of its ownership interest at the transaction price and remain a 20 percent partner in TRG.
The Boards of Directors of Simon and Taubman, including the Special Committee of independent directors of Taubman, have approved the terms of the transaction. The modified merger agreement provides that Taubman will not declare or pay a dividend on its common stock prior to March 1, 2021, and then, only subject to certain limitations and conditions.
The merger is expected to close in late 2020 or early 2021, subject to Taubman shareholder approval and customary closing conditions. Simon and Taubman also have settled their pending litigation in the Circuit Court for the 6th Judicial District, Oakland County, Michigan.
Photo courtesy Simon Properties