The mall is one of the most productive retail venues in the US, Gordon officials note.

The current partnership between Gordon and Simon includes a buy-sell agreement. Gordon initiated the buy-sell Monday by indicating it is willing to either buy Simon's stake or sell its own stake in the Forum Shops for $590 million.

The buy-sell agreement requires Simon to either buy Gordon's share of the property at the value set forth by Gordon, or sell its share of the property to Gordon at that price.

Simon has 30 days to decide whether to buy or sell. If no action is taken, Simon will be deemed to have agreed to sell, and closing of the transaction will occur within 120 days.

If Simon decides to sell, Gordon will become the sole owner of the Forum Shops, and will contribute a 33.3% interest in the Forum Shops to Taubman in exchange for 2.42 million Taubman operating partnership units at $24 per unit. Taubman would then become a partner and manager of the Forum Shops.

Gordon has received a firm commitment for a $385 million non-recourse mortgage financing as part of the buy-sell. Taubman will provide $72 million in additional financing, consisting of $44 million for the remaining cash required for Gordon's purchase of Simon's interest and $28 million for the anticipated Phase II expansion of the Forum Shops--a project currently contemplated to add more than 175,000 sf on the Las Vegas Strip.

If Simon decides to buy, Gordon will sell its Forum Shops interest and invest $50 million of its cash in Taubman for exchange for 2.08 million Taubman operating units at $24 per unit, with the same restrictions.

"The agreement with Taubman contains provisions ensuring that, in any event, my relationship with Simon is ended permanently," said Sheldon M. Gordon, chairman of the Gordon Group.

Matthew Sherman of Joel Frank, Wilkinson Brimmer Katcher, representing Taubman, says Simon's takeover attempt of Taubman has nothing to do with the Gordon deal.

Simon has proposed to buy out shares of Taubman in a purchase offer, and has sued the Bloomfield Hills to allow a special meeting to be called for a shareholder vote for the sale. Taubman is fighting the purchase.