The deal, which involves five upscale malls in this market as well as Copley Place in Boston and The Galleria in Houston, was on the agenda for a special meeting approved by a majority of Rodamco shareholders. However, the Enterprise Chamber of the Amsterdam Court of Appeal blocked the sale on behalf of small stockholders in the retail property owner. The next court hearing is March 21, according to Rodamco, which needs approval by two-thirds of the shareholders.
Terms of the deal include a July 15 closing deadline, according to a memorandum to Rodamco shareholders. Either side can call off the deal if it does not close by then.
Minority shareholders reportedly question whether the sales price is high enough, despite a fairness opinion from J.P. Morgan Securities, Inc. Other concerns reportedly involve alleged mismanagement of Rodamco as well as changes in contracts that gave directors an extra $100 million.
"Your management board believes it has successfully secured a very attractive transaction that results in a significant value for all RNA shareholders," chief executive officer Gerald E. Egan says in a letter to Rodamco shareholders.
Under the deal, Westfield would acquire 4.4 million sf of suburban retail space in Fox Valley in Aurora, Old Orchard in Skokie and Hawthorn Center in Vernon Hills. The Rouse Co. gets the 2.3-million-sf Oakbrook Center in that west suburb as well as 820,000-sf Water Tower Place on N. Michigan Avenue.
The three-way deal was done after Rodamco received three bids, including one from Chicago-based retail REIT General Growth Properties as well as a joint by Simon Property Group and The Rouse Co. Negotiations ultimately resulted in a higher price, Rodamco says.
However, Westfield, which already has a 24% stake in Rodamco, had to be brought to the table to make the deal happen, according to a Rodamco memorandum to shareholders.
Rodamco's activities haven't been totally squashed by this deal postponement. For related news: Rodamco NA Sells Interest in The Abbey Co.
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