Capital Shopping Centres has effectively told disgruntled shareholder and would-be bidder Simon Property to make an offer for the company or walk away in a row over a £1.6bn mall deal.
CSC said yesterday it stood by its proposed purchase of the Trafford Centre mall in Manchester and said it refused to give Simon Property any access to its books to allow it to carry out checks ahead of a bid.
"The (CSC) board ... continues to believe that it is not appropriate to provide Simon Property with the non-public due diligence information it has requested," CSC said, adding it had provided all shareholders with detailed information on the proposed Trafford deal.
Its comments came after Simon threatened to terminate its potential offer if not given access to the data it needs and threatened to dump its 5.1 per cent CSC stake if the Trafford Centre deal goes ahead. The deal, which was announced in November, involves the Trafford Centre's owner Peel Group, controlled by UK billionaire John Whittaker, becoming a 19.9 per cent shareholder in CSC.
Simon, the largest mall owner in the United States, had responded by saying it might bid for CSC at an unspecified premium to NAV.
Simon said yesterday it opposed the Trafford Centre deal because it was value destructive, could undermine CSC's ability to pay future dividends and meant future operating cashflows might not be available for distribution to shareholders.
"If ... the CSC board were to state that it will not provide any due diligence materials to Simon Property ... (it) would have no alternative but to terminate its approach," Simon Property said in a statement.
CSC shareholders vote on the deal on December. 20. Simon Property has said it will vote against the resolution and would encourage others to follow suit.
"If the proposed Trafford Centre acquisition is approved, we would need to consider liquidating our position in CSC," said Simon Property chief executive David Simon. "We believe that CSC is substantially overpaying for the Trafford Centre Group."