Macerich Directors Nominated by Litt as Takeover Rejected

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Land & Buildings Investment Management, an activist real estate hedge-fund firm founded by Jonathan Litt, nominated four directors to Macerich Co.’s board as the mall owner turned down a takeover bid from Simon Property Group Inc.

Litt said he made the nominations because he objected to measures taken by Macerich to defend itself against Simon’s acquisition attempt. The nominations were made Tuesday before a submission deadline, he said in an interview.

Macerich is challenging the validity of Litt’s nominees, and there’s no guarantee any proxy fight will move forward, he said. The real estate investment trust is questioning whether Land & Buildings owned shares in time to submit nominees, among other legal arguments, according to Litt.

A voicemail for Andrew Siegel, a spokesman for Macerich, wasn’t immediately returned.

Land & Buildings owns about 1,000 Macerich shares, according to the Wall Street Journal, which reported the board nominations earlier Thursday. The firm already is fighting proxy battles at casino operator MGM Resorts International and Associated Estates Realty Corp., an apartment landlord.

Simon withdrew a $16.8 billion proposal to acquire Macerich late Tuesday after the smaller landlord refused to engage in talks. Macerich said in a statement Tuesday that the $95.50-a-share offer doesn’t reflect the company’s full value.

Shares of Macerich rose 2.5 percent to $80.66 on Thursday.

Final Offer

Simon, the largest U.S. mall landlord, said on March 20 that its last bid was the final offer it would make after Macerich rebuffed an earlier proposal of $91 a share. Purchasing the Santa Monica, California-based REIT would have allowed Simon to add top-tier properties that rarely come up for sale.

Macerich took steps to thwart a hostile takeover after the first offer. The REIT said on March 17 that its board approved a staggered election of directors, which would make it more difficult to oust the board, and adopted a “poison pill” defense that raises the price Simon would have to pay because more Macerich shares would be issued.

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