Mall operator Macerich said Monday it settled a proxy fight with two investment funds, and will nominate two new directors to its board while dropping a "poison pill" measure that helped it stave off an attempted takeover.
Macerich Co. adopted a shareholder rights plan in March, after larger competitor Simon Property Group Inc. offered to buy the company for $16 billion, or $91 per share. The plan was designed to help Macerich defend itself against a takeover, and it was scheduled to expire in 2016. The company also said it will "declassify" its board of directors by 2016, meaning all of the directors on the board will stand for election at the same time.
The Santa Monica, California-based company said co-founder Dana Anderson and director William Sexton will resign from the board after its annual shareholder meeting, and the company will nominate John Alschuler and Steven Hash for election to the board.
Alschuler is the chairman of HR&A Advisors, a consulting organization that focuses on economic development, real estate and public policy. Hash is president and COO of Renaissance Macro Research and is former head of real estate investment banking for Lehman Brothers.
The firm Land and Buildings Investment Management said in March that it planned to nominate four candidates for election to Macerich's board. Macerich argued that Land and Buildings wasn't eligible to nominate candidates, saying shareholders could only vote and own stock if they had owned shares as of March 20. The two sides were taking the dispute to court but Macerich said Monday that it is withdrawing its litigation.
A second fund, Orange Capital, supported Land and Buildings Investment Management. The funds wanted Macerich to create a special committee to consider strategic options that would increase shareholder value and have talks with Simon.
Simon eventually raised its offer for Macerich to $16.8 billion, or $95.50 per share, but ended its effort in April after it was rebuffed.