JDN Shareholders Vote Thursday on $1B-Plus Merger

The proposed merger requires a Yes vote by two-thirds of common stock owners. JDN's common was trading at $11.30 per share Jan. 31, up 12 cents from Jan. 30. The same day, Morningstar reported the stock "experienced unusually high trading volume of 1.97 million shares." JDN stock's average daily volume over the past 30 days was 408,257 shares.

The proposed $1.02 billion merger, first announced Oct. 4, 2002, would make DDR the second largest shopping center REIT in the United States next to Simon Property Group of Indianapolis, IN.

After the merger, DDR would own or manage 442 shopping centers in 44 states with 77 million sf, including 15 million sf from the JDN deal. DDR would also acquire 20 additional properties totaling seven million sf being completed by JDN, along with 17 other properties totaling three million sf for a total estimated cost of $220 million, according to Shopping Center World, a trade publication.

JDN owns and operates directly or indirectly 102 properties in 20 states. About 35% of the company's gross leasing area is leased to Wal-Mart Stores Inc. and Lowe's Inc. with about 30% of total base rents generated by the two tenants, according to Morningstar Inc., a Chicago-based online stock analyst.

Simon Property Group, formed in 1960 as Simon & Associates Inc. by brothers Melvin, Herbert and Fred Simon, owns or has an equity interest in 187 million sf of gross leasable area in 36 states, and seven shopping centers in Europe and Canada.

In a prepared statement, JDN says two pending class action lawsuits filed against the company in Fulton County Superior Court in Atlanta and in Baltimore, MD Circuit Court have been dismissed without JDN having to pay settlement costs or court fees. The suits alleged JDN breached its fiduciary duty in fostering the DDR merger. The suits also included claims of unjust enrichment, waste and abuse of control by JDN officers.