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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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