The deal, if accepted by Target and approved by shareholders,would form the largest real estate investment trust in the country,with an estimated market value of $27.5 billion. (Simon PropertyGroup is second at $20.8 billion.)

"By going public with this, we can get feedback from theshareholders," as will Target, said William A. Ackman, PershingSquare's fund manager.

Minneapolis-based Target owns approximately 85% of the landunderneath its stores, which is a greatly misunderstood andundervalued asset, said Ackman. The move would free the retailcompany from the tax and management responsibilities of landownership. The REIT meanwhile, would be unlevered, and serve asTarget's exclusive land developer for two years, and as itspreferred developer thereafter.

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