SANTA CLARA—And it's done – at least round one.

Last night Macerich Co. announced its Board of Directors unanimously rejected Indianapolis-based Simon Property Group's best-and-final acquisition offer of $95.50 per share after deciding that its latest offer still "substantially undervalues" Macerich. This morning Simon Property said it has withdrawn the offer "in light of the decision by the Macerich Board of Directors not to engage in discussions with Simon."

Simon Property Group first launched its acquisition attempt at the beginning of March with a cash-and-stock offer of $91 per share, for a total offer of $22.4 billion, including the assumption of Macerich's approximately $6.4 billion in debt.

From the beginning the two REITs disagreed, as often happens in unsolicited acquisition bids, about Macerich's valuation.

Simon's initial offer was a 30% premium to Macerich's closing stock price of $69.88 on November 18, 2014, the day before Simon first disclosed it had acquired a 3.6% investment in the Macerich.

The revised offer still did not pass muster with Macerich, said Arthur Coppola, chairman and CEO of Macerich, although he did acknowledge a disconnect between the "private market valuations and public market views" that Macerich is currently facing.

To that end, he said, the company intends to continue with its established plan of recycling capital out of lower growth assets and into more product ones and identify new opportunities to mine growth from its portfolio. It will also expand its outlet program, he said.

The heart of Macerich value lies in its collection of high barrier-to-entry markets, Coppola said, noting that approximately 90% of its $1.04 billion of expected NOI in 2016 will come from fortress malls.

Indeed, these assets were the primary lure for Simon and as CEO David Simon previously said, they are highly complementary to Simon's portfolio. Other metrics also show why Simon was pursuing a bid for Macerich. SNL Financial, for example, noted recently that both Simon Property and Macerich posted anemic FFO-per-share growth in 2014 — 0.6% for Simon and 0.3% for Macerich. At the same time, both companies are expected to deliver higher FFO than the broader equity REIT market this year, it said, pointing to FFO-per-share growth projections of 9.9% for Simon Property and 9.2% Macerich, compared to a median of 7.1% for the broader traded equity REIT sector.

"Same-store NOI growth for Simon and Macerich came to 5.1% and 4.2%, respectively, for 2014, compared to a median of 3.6% for regional mall REITs and 3.5% for the rest of the equity REIT space," SNL also said.

Meanwhile, Simon does have a few other plays at its disposal if it wants to continue its pursuit.

In one scenario painted in a Sandler O'Neil report by analysts Alexander Goldfarb and Andrew Schaffer Simon sells its stake in Macerich – at which point Macerich's stock drops into the mid-$70s.

That, it turn, would "place pressure on MAC's board to engage without the takeover premium already in the stock," the report, which was included in SNL's analysis of the acquisition bid, said.

It is also possible other suitors might come out of the woodwork. RBC Capital Markets analyst Rich Moore told SNL that Macerich would not likely be able to easily dismiss one that breaches the $100-per-share mark. GlobeSt.com reached out after hours to Macerich and Simon for comment and received no reply in time for publication.

Instant Insights /

Simon's Bid for Macerich Is Over. Will There Be a Round Two?

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