Mall owners Simon and Taubman revise merger terms, with $800 million price cut

Luxury mall owner Taubman Centers has agreed to a lower price to merge with the biggest mall owner in America, Simon Property Group, the companies announced Sunday, evading what could have been a heated legal battle during the holidays.

Under the new deal, Simon will now pay $43 per share for Taubman, down roughly 18% from an original price of $52.50.

The companies also said that they have settled their pending litigation. Simon and Taubman were set to face each other in Oakland County Superior Court in Michigan, beginning Monday, to negotiate the contested deal.

In February, prior to the coronavirus pandemic arriving in the United States, Simon had agreed to buy Taubman in a deal valued at $3.6 billion, eyeing Taubman’s 26 high-end malls that include a handful in Asia. But the company then announced in June that it was exercising its contractual rights to terminate the deal. Among other things, Simon was arguing that Taubman’s portfolio of shopping malls were suffering more than some of its peers’ during the pandemic, due to lack of tourism and luxury spending.

Taubman quickly filed a counterclaim, and the two were headed to court.

But the announced revised terms signal there is hope in the retail real estate industry that traffic will rebound at America’s best malls once a vaccine for Covid-19 is widely distributed and consumers regain confidence to head back to stores to shop.

Even prior to the pandemic, malls had been suffering from falling foot traffic with more people shopping online, and retail and restaurant tenants closing stores or going bankrupt. The pain has been especially strong from embattled department store chains like Bon Ton and Sears. Two mall owners — CBL and Pennsylvania Real Estate Investment Trust — filed for Chapter 11 bankruptcy protection earlier this month.

With the new deal, Simon saves close to $800 million. Taubman has also agreed not to declare nor pay a common stock dividend before March of 2021.

The original deal structure, where Simon will acquire an 80% ownership interest in Taubman while the Taubman family will sell roughly one-third of its ownership stake and remain a 20% partner, remains unchanged, the companies said.

Both Simon’s and Taubman’s boards of directors have approved the terms of the transaction, which is expected to close either later this year or in early 2021. It remains subject to Taubman’s shareholders’ approval.

Simon shares are down about 50% this year, while Taubman shares are up about 27%.

Read the full press release here.