Taubman Centers, Inc. (NYSE: TCO)
According to the Complaint, Taubman Centers, Inc. is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management, and/or leasing of twenty-six regional, super-regional, and outlet shopping centers in the United States and Asia.
On February 9, 2020, Taubman Centers, Inc.’s Board of Directors caused the Company to enter into an agreement and plan of merger with: (i) Simon Property Group, Inc. (“Simon”), a Delaware corporation; (ii) Simon Property Group, L.P. (the “Simon Operating Partnership”), a Delaware limited partnership; (iii) Silver Merger Sub 1, LLC (“Merger Sub 1”), a Delaware limited liability company; (iv) Silver Merger Sub 2, LLC (“Merger Sub 2”), a Delaware limited liability company; and (v) The Taubman Realty Group Limited Partnership (the “Taubman Operating Partnership”), a Delaware limited partnership.
Pursuant to the terms of the Merger Agreement, among other things: (i) Merger Sub will be merged with and into the Taubman Operating Partnership, with the Taubman Operating Partnership surviving the merger; (ii) the Company will be merged with and into Merger Sub 1, with Merger Sub 1 surviving the merger; (iii) the Taubman Operating Partnership will be converted into a Delaware limited liability company (the “Joint Venture”); (iv) holders of Taubman common stock will receive $52.50 in cash for each share of Taubman common stock held; (v) holders of units of partnership interest in the Taubman Operating Partnership (“Taubman OP units”) will receive the common stock merger consideration or 0.3814 limited partnership units in the Simon Operating Partnership for each Taubman OP unit held, except that certain Taubman OP units held by the Taubman family members, who own approximately 30% of Taubman,will remain outstanding as units of partnership interest in the Taubman Operating Partnership; and (vi) all other Taubman OP units held by the Taubman family members will be converted into the right to receive the common stock merger consideration (the “Proposed Transaction”).
Following the consummation of the Proposed Transaction, among other things: (i) the Simon Operating Partnership will own 100% of the outstanding equity of Merger Sub 1; (ii) Merger Sub 1 will own 80% of the limited liability company interests of the Joint Venture; and (iii) the Taubman family members will own the remaining 20% of the limited liability company interests of the Joint Venture.
On April 28, 2020, Defendants filed a proxy statement (the “Proxy Statement”) with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.