After coming to terms with Dutch pension fund Stichting Pensioenfonds ABP on the stock purchase, both the buyer and seller approached Rodamco about a plan to return to external management, rather than the European-style management board and supervisory board, which would include Westfield representation.

"Following extensive consideration, the management board and supervisory board have decided not to grant the cooperation requested, as they are unanimously of the opinion that Westfield's plan and a return to external management do not serve the interests of all shareholders," Rodamco responded in statement. "The company is currently not discussing the plan with Westfield."

Rodamco bought Urban Shopping Centers, Inc.'s stock for $3.4 billion last year, acquiring 25 properties with more than 20 million sf of retail space. That made Rodamco the third-largest mall owner in the US with 41 properties with more than 40 million sf of retail space. Westfield has 87 shopping centers with 65 million sf of retail space. Most recently, it signed a 99-year lease last month with the Port Authority of New York and New Jersey on the 427,000-sf Mall at the World Trade Center, where sales average in excess of $900 per sf.

After appraising its entire portfolio with the exception of the Urban shopping centers, Rodamco realized a paper gain in value of $23 million. The Urban portfolio will be appraised later this year, Rodamco officials said in their most recent earnings report.

In the Chicago market, Urban's holdings include the 728,000-sf Water Tower Place, which is undergoing a renovation that includes work to its marble facade. The four other Urban Retail centers are larger, and in the suburbs: 2-million-sf Oakbrook Center in Oak Brook, 1.8-million-sf Old Orchard Center in Skokie, 1.4-million-sf Fox Valley Center in Aurora and 1.2-million-sf Hawthorn Center in Vernon Hills.

Stichting Pensioenfonds ABP now holds a 6.6% stake in Rodamco, as well as having an interest in Westfield Holdings.

"We are pleased to further our relationship in this way with ABP, which is a large investor in Westfield Trust in Australia and with Rodamco, which has been a partner in Westfield-managed centres in Australia, the US and Asia since the early '90s," says Westfield Chairman of the Board Frank Lowy