Lazard Frères & Co. LLC 30 Rockefeller Plaza New York, NY 10112 |
February 9, 2020
Special Committee of the Board of Directors
Taubman Centers, Inc.
200 East Long Lake Road, Suite 300
Bloomfield Hills, MI 48304-2324
Dear Members of the Special Committee of the Board of Directors:
We understand that Taubman Centers, Inc., a Michigan corporation (“Company”), Simon Property Group, Inc, a Delaware corporation (“Buyer”), Simon Property Group, L.P., a Delaware limited partnership (“Simon OP”), Simon Merger Sub 1, a Delaware corporation and a direct wholly owned subsidiary of Simon OP (“Simon Merger Sub 1”), Simon Merger Sub 2, a Delaware corporation and a direct wholly owned subsidiary of Simon Merger Sub 1 (“Simon Merger Sub 2”), and The Taubman Realty Group Limited Partnership, a Delaware limited partnership (“Taubman OP”), propose to enter into an Agreement and Plan of Merger, dated as of February 9, 2020 (the “Agreement”). Pursuant to the Agreement, Company will be merged with and into Simon Merger Sub 1 (the “Transaction”) and (i) each outstanding share of the common stock, par value $0.01 per share, of Company (“Common Stock”), other than shares of Common Stock held by Company as treasury stock, by any direct or indirect wholly owned subsidiary of Company or by any of Buyer, Simon OP, Simon Merger Sub 1 and Simon Merger Sub 2 or by any direct or indirect wholly owned subsidiary of any of the foregoing, in each case, immediately prior to the Effective Time (such holders, together with the members of the Taubman Family collectively, “Excluded Holders”), will be converted into the right to receive $52.50 in cash (the “Consideration”) and (ii) each outstanding share of the series B preferred stock, par value $0.001 per share, of Company will be converted into the right to receive an amount of cash equal to the Consideration divided by 14,000 (the “Preferred Consideration”). The terms and conditions of the Transaction are more fully set forth in the Agreement.
You have requested our opinion as of the date hereof as to the fairness, from a financial point of view, to holders of Common Stock (other than Excluded Holders) of the Consideration to be paid to such holders in the Transaction.
In connection with this opinion, we have:
(i) | Reviewed the financial terms and conditions of the Agreement; |
(ii) | Reviewed certain publicly available historical business and financial information relating to Company; |
(iii) | Reviewed various financial forecasts and other data provided to us by Company relating to the business of Company; |
(iv) | Held discussions with members of the senior management of Company with respect to the business and prospects of Company; |
(v) | Reviewed public information with respect to certain other companies in lines of business we believe to be generally relevant in evaluating the business of Company; |