Taubman Centers, Inc. announced that its shareholders approved and adopted the previously announced merger agreement, dated as of 9th February, 2020, among the company, The Taubman Realty Group Limited Partnership, Simon Property Group, Inc., and certain other parties, and the transactions contemplated by the merger agreement.
SEE ALSO : Simon Property Group terminates acquisition of Taubman Centers
Approximately 99.7% of the shares voted were in favor of the merger agreement and the transactions, which constitutes approximately 84.7% of the outstanding shares entitled to vote. Shares voting in favor also included approximately 78.3% of the outstanding shares entitled to vote held by shareholders other than the members of the Taubman family. The final vote results, as certified by the independent Inspector of Election, will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.
The shareholder approval satisfies the final condition precedent to the closing of the transactions (other than those conditions that by their nature are to be satisfied at closing or by Simon). Taubman stands ready, willing and able to close the transactions with Simon on 30th June, 2020, the third business day following the satisfaction of all conditions precedent, which is the timeline required by the merger agreement.
As previously announced, on 10th June, 2020, Simon delivered a notice purporting to terminate the merger agreement, and commenced a lawsuit in Michigan state court in support of its purported termination. Taubman continues to believe that Simon’s purported termination of the merger agreement is invalid and without merit, and that Simon continues to be bound to the merger agreement and to consummate the Transactions. Taubman filed an answer and counterclaim in the lawsuit, rejecting Simon’s allegations and seeking specific performance of Simon’s obligations under the merger agreement, including Simon’s obligation to consummate the transactions, as well as other relief.
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Given Simon’s purported termination of the merger agreement and the pending litigation, it appears that Simon will not consummate the transactions on 30th June, 2020, despite Simon’s contractual obligation to do so.