The acquisition deal involves the exchange of $7.2 billion in cash for Rouse shares, and General Growth's assumption of $5.4 billion in debt. General Growth, with 178 owned and/or managed retail centers, is already the second largest regional mall REIT and the largest third-party regional mall property manager. The transaction is expected to close in the fourth quarter of 2004, and is subject to the approval of Rouse shareholders, as well as customary closing conditions.

"This transaction recognizes the extraordinary values that have been built by the Rouse Co. since its founding in 1939," Rouse chairman and CEO Anthony Deering says. "The combination of our premier retail properties with those of General Growth will create the most powerful portfolio of retail assets in the US."

"We want to continue to build and enhance our existing national platform," says John Bucksbaum, chief executive officer of General Growth. "We strive to acquire centers that will continue to improve and be strong three, five and 10 years from now. Combining the properties and people of our two companies will create the most profitable and productive shopping center company in the world."

General Growth was advised by Lehman Brothers, Credit Suisse First Boston and Wachovia Bank and its legal advisors were Sullivan & Cromwell LLP and Neal, Gerber and Eisenberg LLP. Goldman Sachs and Deutsche Bank advised Rouse and Fried, Frank, Harris, Shriver & Jacobson LLP and Piper Rudnick LLP were its legal advisors.