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TAUBMAN CENTERS, INC.
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[Taubman Centers Logo]
Taubman Centers, Inc.
200 East Long Lake Road
Bloomfield Hills, MI 48304
(248) 258-6800
CONTACT:
Barbara Baker Joele Frank/Jamie Moser
Taubman Centers, Inc. Joele Frank, Wilkinson Brimmer Katcher
(248) 258-7367 (212) 355-4449
www.taubman.com
TAUBMAN CENTERS ISSUES STATEMENT ON U.S. DISTRICT COURT, EASTERN DISTRICT OF
MICHIGAN REVISED RULING
Bloomfield Hills, Mich., May 8, 2003 - Taubman Centers, Inc. (NYSE:TCO)
today issued the following statement regarding the revised ruling issued by the
U.S. District Court for the Eastern District of Michigan regarding Simon
Property Group's (NYSE:SPG) lawsuit in connection with its unsolicited hostile
cash tender offer made in conjunction with a subsidiary of Westfield America
Trust (ASX:WFA) for Taubman Centers:
We are pleased that the Court has dismissed Simon's challenge to the 1998
restructuring and the issuance of the Series B Preferred stock. None of
Simon's attacks on the 1998 restructuring or the issuance of the Series B
Preferred stock stand in the way of the rights of the Series B holders to
vote.
We are also gratified that the Court has denied Simon's contention that
our Board acted improperly in rejecting the Simon/Westfield tender offer
as inadequate.
Simon's litigation strategy all along has been to throw everything up
against the wall and hope that something sticks. Unfortunately, Simon's
outlandish contention under the Michigan Control Share Acquisitions Act -
a law expressly designed to protect Michigan companies from an acquisition
by raiders the likes of Simon - does seem to have stuck for the moment.
The argument runs that, because members of the Taubman family (owners of
over 30% of the company) and some of the company's original shareholders
(owners of approximately 3% of the company) expressed their opposition to
Simon's
-more-
-2-
$17.50 per share offer, they somehow inadvertently triggered this
particular Michigan anti-takeover statute - and thus these longstanding
shareholders all deserve to be disenfranchised. Furthermore, these
shareholders were proven right in rejecting the $17.50 per share offer, as
Simon subsequently increased its offer to $18.00 per share and then to
$20.00 per share - thereby validating the judgment that $17.50 per share
was inadequate. This ruling is so wrong that we are extremely confident
that it will not withstand our appeal to the Sixth Circuit.
Taubman Centers, Inc., a real estate investment trust, currently owns
and/or manages 30 urban and suburban regional and super regional shopping
centers in 13 states. In addition Stony Point Fashion Park (Richmond, Va.) is
under construction and will open September 18, 2003, and Northlake Mall
(Charlotte, N.C.) will begin construction later this year and will open fall
2005. The Taubman Centers Board of Directors on February 10, 2003 announced that
it has authorized the expansion of its existing buyback program to repurchase up
to an additional $100 million of the company's common shares. Taubman Centers is
headquartered in Bloomfield Hills, Mich.
This press release contains forward-looking statements within the meaning of the
Securities Act of 1933 as amended. These statements reflect management's current
views with respect to future events and financial performance. Actual results
and events may differ materially from those expected because of various risks
and uncertainties, including, but not limited to, changes in general economic
and real estate conditions including further deterioration in consumer
confidence, changes in the interest rate environment and availability of
financing, and adverse changes in the retail industry. In addition, the company
cannot be certain how any Court will understand or decide any particular issue.
Other risks and uncertainties are discussed in the Company's filings with the
Securities and Exchange Commission including its most recent Annual Report on
Form 10-K. Notwithstanding any statement in this press release, Taubman Centers
acknowledges that the safe harbor for forward-looking statements under Section
21E of the Securities Exchange Act of 1934, as amended, added by the Private
Securities Litigation Reform Act of 1995, does not apply to forward-looking
statements made in connection with a tender offer.
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