Westfield America Trust joins Simon Property Group’s takeover bid for Taubman Centers in the US total assets – US$4 billion

16 January 2003

Countries: United States

Westfield America, Inc., the U.S. subsidiary of Westfield America Trust (ASX:WFA) has joined Simon Property Group (NYSE: SPG) in a revised bid for Taubman Centers Inc. (NYSE: TCO), a leading US shopping centre company.

The offer price to acquire all Taubman common shares will be increased from US$18 per share to US$20 per share. If the bid is successful Westfield America would pay US$522 million to jointly acquire the currently outstanding Taubman common shares.

This transaction would be accretive to Westfield America Trust’s earnings per unit.

The Taubman portfolio comprises 21 super regional and regional malls located in nine states. Taubman, a regional mall real estate investment trust, was founded in 1950 and has been a public company since 1992.

The tender price of US$20 per share represents a premium to Taubman common shareholders of 50% over the share price when Simon made its first takeover proposal and a premium of 25% over the closing share price on 14 January 2003.

The tender offer period will be open until 14 February 2003 and will be withdrawn on this date if shares representing at least two-thirds of the outstanding common shares of Taubman have not been tendered into the revised offer.

The conditions of the current tender offer for Taubman otherwise remain unchanged.

“We expect the increased offer will be well received by the Taubman shareholders. We believe the increased bid is fully priced and provides Taubman shareholders with the opportunity to receive a substantial takeover premium,” Westfield Managing Director Peter Lowy said.

Westfield America has put in place a loan facility provided by Deutsche Bank and UBS Warburg to fund its share of the revised tender offer.

Westfield America Trust (ASX: WFA) is the second-largest property trust listed on the Australian Stock Exchange. WFA owns a majority interest in the Westfield America portfolio of 63 centres, branded as Westfield Shoppingtowns. Westfield Shoppingtowns are home to more than 8,400 specialty stores and encompass 64 million square feet in the states of California, Colorado, Connecticut, Florida, Illinois, Indiana, Maryland, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio and Washington.

Taubman Fact Sheet

US dollars

Capital Structure:
Common Shares 52.2m @$20/share $1.04bn
Operating Parnership Units* 31.8m $0.64bn
Perpetual Preferred Stock* (@book value) $0.30bn
Dept (@ 30 Sep ’02) $2.02bn
Total Assets of Taubman $4.00bn
Number of Shopping Centres 21
Geographic split by region:
East Coast 11
West Coast 5
Mid West 5
Number of Department Stores 87
Number of Specialty Stores 3,200
Total GLA(sq ft million) 23.9
Average Specialty Stores Sales per sq ft** $456
Average Specialty Rents per sq ft** $40.97
Occupancy** 88.6%

* Not the subject of the bid
** as at 31 December 2001