Rodamco North America: EGM to proceed without limitations

The Supervisory and Management Boards of Rodamco North America N. V. note todayÂ's judgement by the Enterprise Chamber of the Amsterdam Court of Appeal and are pleased that the Extraordinary General Meeting scheduled for Monday can proceed without limitation.

At the EGM, which will take place at 10h00 in Rotterdam, shareholders will be able to vote on a proposal by Westfield America Trust, the Simon Property Group and the Rouse Company to acquire the assets and assume the liabilities of RNA. This offer, which the Court recognises as tantamount to a public bid, will result in a payment of Euro 54.11 per share (before withholding tax).

In its judgement handed down today the Enterprise Chamber ruled that:

1. MondayÂ's EGM may proceed without limitations;
2. There was sufficient exploration of alternatives;
3. There is no cause for further investigation;
4. There was mismanagement in respect of the Voting Trust, financial support to the SBBR and of amendments to the Management BoardÂ's and FreelandÂ's contracts

With regard to the latter point, the Company notes that the Court has not challenged the total amended amount of the change of control payments to be made pursuant to the contracts, but rather nullified the relevant Board resolution on a technical issue regarding the triggering mechanism of such payments. Furthermore, the contracts for RNAÂ's key 111 employees have been deemed fair and proportionate by the Court.

RNA is very disappointed by the CourtÂ's findings of mismanagement and will consider an appeal at the High Court of The Netherlands.

Mr. Gerald Egan, Chairman of RNAÂ's Management Board said: 'It has always been the aim of the Management and Supervisory Boards of RNA to act in the best interests of all its shareholders. We believe the actions that we took produced the best outcome for our shareholders given the circumstances. The price of Euro 55 gross per share represents a 28% premium to RNAÂ's closing share price before the announcement last August by Westfield Holdings of its acquisition of a 23.9% stake in the Company. Furthermore, the price also exceeds the highest trading price RNA stock has ever achieved. The Supervisory and Management Boards of RNA continue to recommend the transaction and encourage all shareholders to endorse it at MondayÂ's EGM.'

A full text of todayÂ's ruling by the Enterprise Chamber of the Amsterdam Court of Appeal will be available on RNAÂ's website as soon as possible.

(source: Rodamco North America)

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