Taubman Centers, Inc. announced today that holders of its capital stock representing more than one-third of the total voting power are opposed to Simon Property Groupâ€™s unsolicited proposal to take over the Company.
Certain non-family stockholders have joined the Taubman family and granted durable proxies providing the family with the sole and absolute right to vote their shares. Any sale or other extraordinary transaction would require the approval of the holders of at least two-thirds of the capital stock of the Company.
The Company said, 'Taubman Centers has a democratic voting structure with exact alignment between economic ownership and voting rights: one share, one unit, one vote. We reject any assertion by Simon Property Group alleging any impropriety in the capital structure, disclosure or governance of Taubman Centers. Any such assertion is false and hypocritical. Unlike the Taubman familyâ€™s voting rights, which are in exact proportion to the familyâ€™s significant economic interest in Taubman Centers, the Simon family has an extraordinary veto power to block any sale or merger transaction of Simon Property Group, a special class of stock that gives the Simon family the absolute undemocratic right to designate four directors to Simonâ€™s Board of Directors, as well as many other control mechanisms significantly disproportionate to the Simon familyâ€™s approximately 15% economic interest in the Simon Property Group.'
(source: Taubman Centers)