Simon to Acquire Chelsea REIT

Simon Property Group, Indianapolis, and Chelsea Property Group, Roseland, N.J., have announced a merger agreement under which Simon will acquire all the outstanding stock and operating partnership units of Chelsea in a transaction valued at approximately $3.5 billion.Simon will also assume Chelsea's debt and preferred stock, which totaled approximately $1.3 billion as of March 31, the companies said. Under the agreement, which has been unanimously approved by each company's board of directors, Simon will pay a consideration of $66 per share for all Chelsea's outstanding common stock and units. The consideration will consist of $36 in cash, $15 of Simon common stock (based on a fixed conversion ratio of 0.2936 per Chelsea common share), and $15 of a new issue of Simon convertible preferred stock, the companies said. Simon is a real estate investment trust that owns, develops, and manages income-producing properties, chiefly regional malls and community shopping centers, and Chelsea is a REIT with interests in 60 premium-outlet and other shopping centers in 31 states and Japan. The REITs can be found online at http://www.simon.com and http://www.cpgi.com.