Simon Property Group, Inc. today announced that it has filed a preliminary proxy statement with the Securities and Exchange Commission to enable SPG to solicit proxies from shareholders of Taubman Centers, Inc. to call a special meeting of Taubman´s shareholders. Under its charter, Taubman is required to hold a special meeting if presented with proxies from holders of at least 25% of Taubman´s outstanding shares.
At the meeting, Taubman shareholders would be asked to vote for proposals that would facilitate the consummation of Simon´s $18.00 per share cash tender offer for Taubman shares, including a proposal to amend the Taubman charter so that the purchase of shares by SPG in connection with its tender offer would not trigger Taubman´s Excess Share Provision.
'We are taking the necessary steps to restore the right of Taubman´s public shareholders -- who own 99% of the company -- to decide for themselves whether to accept our premium, all-cash offer,' said David Simon, Chief Executive Officer of Simon Property Group. 'We call on the independent Taubman Board members to fulfill their fiduciary obligations and remove the family-imposed impediments to shareholder democracy.'
As previously announced, the tender offer and withdrawal rights will expire at 12:00 midnight, New York City time, January 17, 2003, unless extended.
(source: Simon Property Group)