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BLOOMFIELD HILLS, MI-Taubman Centers Inc. denies the Taubman family’s original-issue shares of preferred stock in 1998 was a “control share acquisition” under the Michigan Control Share Acquisitions Act,” an allegation included in Indianapolis-based Simon Property Group Inc.’s attempt to wrest control of the smaller retail REIT. Taubman officials also ask the US District Court to dismiss Simon’s demand that preferred stockholders lose voting rights, which could make the Simon takeover possible.

Taubman directors have voted unanimously to reject an $18-per-share, $1.12-billion offer from Simon, the largest US shopping center owner. Simon has sued Taubman’s board of directors, which includes chairman, president and CEO Robert S. Taubman and EVP William S. Taubman, along with former director A. Alfred Taubman, in an attempt to force the board to consider its offer and prevent the Taubman family from blocking the sale (See: Simon Urges Taubman Stockholders to Demand Meeting ).

However, Taubman officials counter it’s Simon that’s blocking good business practices.

“Simon is waging a campaign to nowhere while wasting valuable corporate assets of both companies,” says New York-based consulting firm Joele Frank, Wilkinson Brimmer Katcher in a statement. “It cannot be clearer–two-thirds of Taubman Centers’ outstanding shares must approve any sale transaction or amendment to the corporate charter. Currently, the owners of over one-third of the outstanding Taubman Centers shares have publicly announced their opposition to Simon’s hostile offer.”

Todd Glass of the consulting firm said Taubman will file proxy statements with the Securities and Exchange Commission countering Simon’s attempt to call a special meeting of Taubman’s shareholders to consider the tender offer.

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