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Simon bids $4.6B for U.K.'s Capital Shopping

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Indianapolis-based Simon Property Group Inc., the largest U.S. mall owner, made an offer for Capital Shopping Centres Group Plc that values the U.K. company at 2.9 billion pounds ($4.6 billion).

Simon would pay 425 pence a share in cash for London-based Capital Shopping, the U.K.’s biggest retail landlord, according to a Wednesday statement. That’s 26 percent more than Capital Shopping’s closing share price on Nov. 24, the day before Simon’s interest was disclosed. Capital Shopping has so far refused to cooperate with Simon.

Capital Shopping owns four of the U.K.’s 10 biggest malls, including the Manchester Arndale. Simon said its bid is conditional on Capital Shopping not completing the acquisition of Trafford Centre. The British company agreed last month to pay 1.6 billion pounds in shares and assumed debt for the Manchester mall in what would be the U.K.’s biggest property transaction.

“This is still a ‘phony war’ and inadequate,” Mike Prew, a London-based analyst at Nomura International, said in a note to investors. “It is not a knockout blow.”

Simon’s proposed offer is 13 percent higher than Capital Shopping’s net asset value of 377 pence a share as of Nov. 1. Land Securities Group Plc, the U.K.’s largest real estate investment trust, closed Wednesday at 9.4 percent below its net asset value as of Sept. 30 and British Land Co., the second- largest REIT was 2.6 percent lower.

Capital Shopping gained as much as 3.9 percent to 411.9 pence in London trading. The shares were priced at 406.9 pence at 10:23 a.m., bringing this year’s gain to 2.3 percent. Simon owns 5.1 percent of the stock, it said on Dec 8.

Capital Shopping disclosed Simon’s interest last month while announcing the agreement to buy the Trafford Centre from closely held Peel Group. To help with financing, Capital Shopping raised 221.2 million pounds from selling the equivalent of 9.9 percent of its outstanding equity to investors. The deal would give Peel as much as 25 percent of Capital Shopping. Shareholders are scheduled to vote on the proposal on Dec. 20.

In the same statement, Capital Shopping said it rejected Simon’s request to delay the purchase and share sale to give the U.S. landlord time to prepare an offer. Capital Shopping refused last week to provide Simon with information it said it needed to evaluate a possible takeover bid.

“Our proposed offer is highly favorable and attractive to CSC shareholders,” Simon said. “We are enthusiastic about this opportunity and committed to dedicating substantial time and financial resources with a view to concluding a transaction as soon as possible.”

Simon cut its European holdings this year with the sale of its interest in a joint venture that owned seven shopping centers in France and Poland. It recorded a gain on the sale of $281 million, according to a regulatory filing.

Simon gets 3.5 percent of its net operating income from international operations, according to a third-quarter supplemental report. The company also owns outlet shopping centers in Japan, Mexico and South Korea.

Earlier this year, Simon bid unsuccessfully for U.S. rival General Growth Properties Inc., which emerged on Nov. 9 from the largest-ever U.S. real estate bankruptcy.

Simon’s announcement Wednesday doesn’t constitute a firm offer for Capital Shopping and there can be no certainty that any bid will ultimately be made, the company said. Any offer is also conditional on due diligence and Simon arranging debt finance.

Simon appointed Citigroup Inc., Lazard Ltd. and Evercore Partners Inc. as financial advisers and Freshfields and Wachtell Lipton as its legal advisers.

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  1. Cramer agrees...says don't buy it and sell it if you own it! Their "pay to play" cost is this issue. As long as they charge customers, they never will attain the critical mass needed to be a successful on company...Jim Cramer quote.

  2. My responses to some of the comments would include the following: 1. Our offer which included the forgiveness of debt (this is an immediate forgiveness and is not "spread over many years")represents debt that due to a reduction of interest rates in the economy arguably represents consideration together with the cash component of our offer that exceeds the $2.1 million apparently offered by another party. 2. The previous $2.1 million cash offer that was turned down by the CRC would have netted the CRC substantially less than $2.1 million. As a result even in hindsight the CRC was wise in turning down that offer. 3. With regard to "concerned Carmelite's" discussion of the previous financing Pedcor gave up $16.5 million in City debt in addition to the conveyance of the garage (appraised at $13 million)in exchange for the $22.5 million cash and debt obligations. The local media never discussed the $16.5 million in debt that we gave up which would show that we gave $29.5 million in value for the $23.5 million. 4.Pedcor would have been much happier if Brian was still operating his Deli and only made this offer as we believe that we can redevelop the building into something that will be better for the City and City Center where both Pedcor the citizens of Carmel have a large investment. Bruce Cordingley, President, Pedcor

  3. I've been looking for news on Corner Bakery, too, but there doesn't seem to be any info out there. I prefer them over Panera and Paradise so can't wait to see where they'll be!

  4. WGN actually is two channels: 1. WGN Chicago, seen only in Chicago (and parts of Canada) - this station is one of the flagship CW affiliates. 2. WGN America - a nationwide cable channel that doesn't carry any CW programming, and doesn't have local affiliates. (In addition, as WGN is owned by Tribune, just like WTTV, WTTK, and WXIN, I can't imagine they would do anything to help WISH.) In Indianapolis, CW programming is already seen on WTTV 4 and WTTK 29, and when CBS takes over those stations' main channels, the CW will move to a sub channel, such as 4.2 or 4.3 and 29.2 or 29.3. TBS is only a cable channel these days and does not affiliate with local stations. WISH could move the MyNetwork affiliation from WNDY 23 to WISH 8, but I am beginning to think they may prefer to put together their own lineup of syndicated programming instead. While much of it would be "reruns" from broadcast or cable, that's pretty much what the MyNetwork does these days anyway. So since WISH has the choice, they may want to customize their lineup by choosing programs that they feel will garner better ratings in this market.

  5. The Pedcor debt is from the CRC paying ~$23M for the Pedcor's parking garage at City Center that is apprased at $13M. Why did we pay over the top money for a private businesses parking? What did we get out of it? Pedcor got free parking for their apartment and business tenants. Pedcor now gets another building for free that taxpayers have ~$3M tied up in. This is NOT a win win for taxpayers. It is just a win for Pedcor who contributes heavily to the Friends of Jim Brainard. The campaign reports are on the Hamilton County website. http://www2.hamiltoncounty.in.gov/publicdocs/Campaign%20Finance%20Images/defaultfiles.asp?ARG1=Campaign Finance Images&ARG2=/Brainard, Jim

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