Cash Tender Offer for The Mills Common Shares to Commence by End of February
INDIANAPOLIS, SAN FRANCISCO and CHEVY CHASE, Md., Feb. 16
/PRNewswire-FirstCall/ -- Simon Property Group, Inc. (NYSE: SPG) ("SPG"),
Farallon Capital Management, L.L.C. ("Farallon"), and The Mills Corporation
(NYSE: MLS) ("The Mills") today announced that a joint venture between an
entity owned by SPG and funds managed by Farallon has entered into a
definitive merger agreement with The Mills under which it will acquire The
Mills for $25.25 per common share in cash. The total value of the transaction
is approximately $1.64 billion for all of the outstanding common stock of The
Mills and common units of The Mills Limited Partnership not owned by The
Mills, and approximately $7.9 billion including assumed debt and preferred
stock.
In connection with the transaction, The Mills has terminated its previous
merger agreement (the "BAM Agreement") with Brookfield Asset Management Inc.
(NYSE and TSX: BAM) after determining that the SPG/Farallon offer was more
favorable to its stockholders.
The acquisition of The Mills will be completed through a cash tender offer
at $25.25 per share for all outstanding shares of The Mills common stock,
which is expected to commence before the end of February. The tender offer
will be followed by a merger in which all common shares not acquired in the
offer will be converted into the right to receive the offer price. Completion
of the tender offer will be subject to the receipt of valid tenders for a
majority of The Mills' fully diluted common shares and the satisfaction of
other customary conditions.
Funds managed by Farallon currently own more than 10.8% of the outstanding
common shares of The Mills. In addition, SPG has obtained an option to acquire
approximately 4.9% of The Mills common shares from Stark Master Fund Ltd.
David Simon, Chief Executive Officer of SPG, said, "The Mills properties
are an excellent strategic fit with our existing retail assets, and they
present a compelling opportunity for the shareholders of SPG, the Farallon
investors and The Mills' existing joint venture partners. We are confident
that our significant experience operating both upscale regional malls and
outlet centers, vast resources, previous ownership interest in certain Mills
properties and history of successful acquisitions, together with Farallon's
financial expertise, will allow us to improve performance of The Mills assets
and maximize value for all stakeholders."
Richard B. Fried, a Managing Member of Farallon, said, "This is an
excellent opportunity for us to expand our real estate portfolio with high-
quality assets in key metropolitan centers and team with the clear leader in
the retail real estate sector. Our partnership with SPG will allow these
quality assets to perform to their true potential."
Mark S. Ordan, Chief Executive Officer and President of The Mills, said,
"We are delighted that our strategic alternatives process has resulted in such
an outstanding result for stockholders. We believe the agreement with SPG and
Farallon offers excellent value to The Mills' stockholders and gives them the
chance to receive consideration quickly by means of the tender offer. SPG and
Farallon are smart investors who recognized the high quality and potential of
The Mills' properties and have the resources to upgrade our properties and to
continue to attract premium tenants to The Mills assets."
The Mills Limited Partnership common unitholders will receive $25.25 per
unit in cash, subject to certain qualified unitholders having the option to
exchange their units for limited partnership units of SPG's Operating
Partnership based upon a fixed exchange ratio of 0.211 SPG Operating
Partnership units for each unit of The Mills LP.
SPG has provided The Mills with debt financing by replacing The Mills'
senior term loan and revolving line of credit from Brookfield with a new
senior term loan and revolving line of credit.
The transaction was unanimously approved by The Mills Board of Directors,
with those directors affiliated with Kan Am abstaining. The tender offer is
expected to close in approximately 45 days.
Merrill Lynch & Co. is serving as financial advisor and Fried, Frank,
Harris, Shriver & Jacobson LLP is acting as legal counsel to SPG. Paul,
Weiss, Rifkind, Wharton & Garrison LLP and Richards Kibbe & Orbe LLP are
acting as legal counsel to Farallon. J.P. Morgan Securities Inc. and Goldman,
Sachs & Co. are serving as financial advisors and Wachtell, Lipton, Rosen &
Katz, Hogan & Hartson LLP and Willkie Farr & Gallagher LLP are serving as
legal advisors to The Mills.
The Mills will today file a current report on Form 8-K with the U.S.
Securities and Exchange Commission containing a copy of the merger agreement
that The Mills has entered into with the SPG/Farallon group. The current
report on Form 8-K will be available on the SEC's website, http://www.sec.gov,
and on The Mills' website, http://www.themills.com.
About Simon Property Group
Simon Property Group, Inc. ("SPG"), an S&P 500 company headquartered in
Indianapolis, Indiana, is a real estate investment trust engaged in the
ownership, development and management of retail real estate, primarily
regional malls, Premium Outlet Centers(R) and community/lifestyle centers.
SPG's current total market capitalization is approximately $52 billion.
Through its subsidiary partnership, SPG currently owns or has an interest in
285 properties in the United States containing an aggregate of 201 million
square feet of gross leasable area in 38 states plus Puerto Rico. SPG also
owns interests in 53 European shopping centers in France, Italy, and Poland; 5
Premium Outlet Centers in Japan; and one Premium Outlet Center in Mexico.
Additional Simon Property Group information is available at www.simon.com.
About Farallon Capital Management, L.L.C.
Farallon Capital Management, L.L.C. ("Farallon") is a global, San
Francisco-based investment management company that manages discretionary
equity capital of more than $26 billion, largely from institutional investors
such as university endowments, foundations, and pension plans. Farallon was
founded in March 1986 by Thomas F. Steyer. Farallon invests in public and
private debt and equity securities, direct investments in private companies
and real estate. Farallon invests in real estate across all asset classes
around the world, including the United States, Europe, Latin America and
India. More information about Farallon may be found at
www.faralloncapital.com.
About The Mills Corporation
The Mills Corporation, based in Chevy Chase, MD, is a developer, owner and
manager of a diversified portfolio of retail destinations, including regional
shopping malls and market-dominant retail and entertainment centers. It
currently owns 38 properties in the United States totaling approximately 47
million square feet. The Mills is traded on the New York Stock Exchange under
the ticker: MLS. For more information, visit The Mills' website at
www.themills.com.
IMPORTANT NOTICE: This press release is for informational purposes only
and is not an offer to buy or the solicitation of an offer to sell any of The
Mills' common shares. The tender offer described herein has not yet been
commenced. On the commencement date of the tender offer, an offer to
purchase, a letter of transmittal and related documents will be filed with the
Securities and Exchange Commission, will be mailed to stockholders of record
and will also be made available for distribution to beneficial owners of
common shares. The solicitation of offers to buy the Mills common shares will
only be made pursuant to the offer to purchase, the letter of transmittal and
related documents. When they are available, stockholders should read those
materials carefully because they will contain important information, including
the various terms of, and conditions to, the tender offer. When they are
available, stockholders will be able to obtain the offer to purchase, the
letter of transmittal and related documents without charge from the Securities
and Exchange Commission's Website at www.sec.gov or from the information agent
that we select. Stockholders are urged to read carefully those materials when
they become available prior to making any decisions with respect to the tender
offer.
The Mills will file a solicitation/recommendation statement with the SEC
in connection with the tender offer, and, if required, will file a proxy
statement or information statement with the SEC in connection with the second-
step merger. Stockholders are strongly advised to read these documents if and
when they become available because they will contain important information
about the tender offer and the proposed merger. Stockholders would be able to
obtain a free copy of the solicitation/recommendation statement and the proxy
statement or information statement as well as other filings containing
information about The Mills, the tender offer and the merger, if and when
available, without charge, at the SEC's Internet site (http://www.sec.gov).
In addition, copies of the solicitation/recommendation statement, the proxy
statement or information statement and other filings containing information
about The Mills, the tender offer and the merger may be obtained, if and when
available, without charge, by directing a request to The Mills Corporation,
Attention: Investor Relations, 5425 Wisconsin Avenue, Suite 500, Chevy Chase,
Maryland 20815, by phone at (301) 968-8367, or on The Mills' Internet site at
http://www.themills.com.
Forward-Looking Statements
This release contains forward-looking statements as defined by the federal
securities laws which are based on our current expectations and assumptions,
which are subject to a number of risks and uncertainties that could cause
actual results to differ materially from those anticipated, projected or
implied, including, among other things, risks relating to the expected timing
of the completion and financial benefits of the tender offer and the merger.
We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
SOURCE Simon Property Group, Inc.
-0- 02/16/2007
/CONTACT: Media - Hugh Burns, or Stephanie Pillersdorf, or Brooke
Morganstein, all of Sard Verbinnen & Co, +1-212-687-8080 for Simon Property
Group and Farallon; or Shelly Doran, Simon Investor Relations,
+1-317-685-7330; or Ken Volk, The Mills Corporate Communications,
+1-301-968-6390, for The Mills; or Judith Wilkinson, or Jeremy Jacobs, both of
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449 /
/Web site: http://www.simon.com
http://www.themills.com
http://www.faralloncapital.com /
(SPG MLS BAM BAM.)
CO: Simon Property Group, Inc.; Farallon Capital Management, L.L.C.;
The Mills Corporation; Brookfield Asset Management Inc.;
Stark Master Fund Ltd.
ST: Indiana, California, Maryland
IN: RLT FIN
SU: TNM JVN
EA
-- NYF037 --
9146 02/16/2007 08:30 EST http://www.prnewswire.com
