Mills Corp (MLS) Said Simon Property/Farallon Offer Consitutes a Superior Offer
The Mills Corporation (NYSE: MLS) said the transaction contemplated by the Simon Property (NYSE: SPG) and Farallon offer is more favorable to The Mills' stockholders than the Brookfield (NYSE: BAM) merger and constitutes a "Superior Competing Transaction," as defined in the Brookfield merger agreement.
Accordingly, while at this time the merger agreement with Brookfield remains in effect, the Board of Directors has authorized The Mills, subject to satisfaction of the terms and conditions set forth in the Simon/Farallon offer, to terminate the merger agreement with Brookfield and enter into a definitive agreement with the Simon/Farallon group, unless, within three business days, The Mills and Brookfield amend the existing Brookfield agreement or Brookfield irrevocably agrees to enter into an amendment to that agreement that causes the transaction contemplated by the Simon/Farallon offer to cease to be a Superior Competing Transaction, as defined in the Brookfield merger agreement.
Accordingly, while at this time the merger agreement with Brookfield remains in effect, the Board of Directors has authorized The Mills, subject to satisfaction of the terms and conditions set forth in the Simon/Farallon offer, to terminate the merger agreement with Brookfield and enter into a definitive agreement with the Simon/Farallon group, unless, within three business days, The Mills and Brookfield amend the existing Brookfield agreement or Brookfield irrevocably agrees to enter into an amendment to that agreement that causes the transaction contemplated by the Simon/Farallon offer to cease to be a Superior Competing Transaction, as defined in the Brookfield merger agreement.
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