BALTIMORE (CN) - With Simon Property Group positioned to acquire the Macerich Co. for $22 billion, dueling lawsuits have sprouted over nominating board members.
The takeover dance has been building to a crescendo since Simon, the largest owner of shopping malls in the country, announced in November 2013 that it owned 3.6 percent of Macerich stock.
Tysons Corner Center, a 2.1 million-square-foot mall in the Northern Virginia suburbs of Washington, D.C., is just one of the so-called "crown jewel" retail properties operated by Macerich that make it an attractive acquisition for Simon.
Santa Monica, Calif.-based Macerich went to the Baltimore City Circuit Court on April 13 over the attempt by its hedge fund shareholder, Land & Buildings Capital Growth Fund, to nominate four members to the Macerich board.
Macerich wants a judge to confirm that corporate bylaws permitted it to reject the nominations from Land & Buildings, which owns $16 million of Macerich stock.
Land & Buildings filed its own suit on April 14, saying that Macerich's board of directors passed a resolution after rejecting Simon's latest offer to prevent more than four of its members from having to seek re-election in any given year.
Prior to this resolution, members of the board had to stand for election annually.
"Rather than fulfill their fiduciary duties to the shareholders by giving due consideration to a potentially lucrative transaction, [Macerich] focused on taking preclusive defensive measures to entrench themselves," the Land & Buildings complaint states.
Simon's offer to acquire all outstanding shares of Macerich would have meant that "shareholders would have received the equivalent of $91 per share in cash and shares, which represented a substantial 30 percent premium over [Macerich's] share price prior to Simon'a November 2014 announcement of its stake in Macerich," according to the Land and Buildings complaint.
Macerich is represented by G. Stewart Webb Jr. of Venable, while William F. Ryan Jr. of Whiteford, Taylor & Preston represents Land & Buildings.
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