The Mills Responds to Public Announcement of Gazit-Globe's Proposal.Mills Board of Directors Reaffirms Commitment to Maximizing Value for Shareholders CHEVY CHASE Chevy Chase (chĕv`ē), town (1990 pop. 8,559), Montgomery co., W central Md., a residential suburb of Washington, D.C.; founded as a village, inc. 1914. , Md. -- The Mills Corporation The Mills Corporation was a publicly traded real estate investment trust headquartered in Chevy Chase, Maryland, United States, acquired on April 3, 2007 by an investment group comprised of Simon Property Group and Farallon Capital Management. (NYSE NYSE See: New York Stock Exchange :MLS See multilevel security. ) responded today to the press release and Schedule 13D Schedule 13D An form that must be filed with the SEC under Rule 13D when a person or group acquiring more than 5% of any class of a company's shares to disclose this information within 10 days of the transaction. issued by Israeli corporation Gazit-Globe Ltd. and its chairman Chaim Katzman. As has been previously announced by The Mills, the company and its board of directors - under the leadership of a special committee consisting of independent directors - are in the midst Adv. 1. in the midst - the middle or central part or point; "in the midst of the forest"; "could he walk out in the midst of his piece?" midmost of exploring the company's strategic alternatives. The Mills board of directors is seeking to maximize shareholder value, for the benefit of all shareholders of The Mills, and accordingly has no predisposition or prejudice whatsoever in the strategic alternative process. Whether this result will be an outright sale of the company, a recapitalization, or some other transaction will be determined through a competitive process in which all interested persons have a fair opportunity to compete, for the benefit of all shareholders of The Mills. It is precisely that process which The Mills and its board of directors are currently conducting. Gazit-Globe is welcome to participate in that process and has been so advised by The Mills on numerous occasions, as is reflected in Gazit-Globe's own Schedule 13D, through in-person meetings and other contacts. Gazit-Globe's recapitalization proposal Recapitalization proposal Often used in risk arbitrage. Plan by a target company to restructure its capitalization (debt and equity) in a way to ward off a hostile or potential suitor. is contingent on the completion of the announced Meadowlands Xanadu transaction with Colony Capital and other matters, including the satisfaction of a variety of financial tests and measures that The Mills will not be in a position to confirm or certify until the pending restatement of its financial statements has been completed. The Mills' management and board of directors are focused on completing the Meadowlands Xanadu transaction, the restatement of the company's financials, and other steps necessary to allow The Mills to position itself effectively to enter into a strategic alternative transaction or transactions. Gazit-Globe's recapitalization proposal will be considered by The Mills' board of directors as part of the process of exploring strategic alternatives and maximizing value for all Mills shareholders. About The Mills Corporation The Mills Corporation, based in Chevy Chase, MD, is a developer, owner and manager of a diversified global portfolio of retail destinations including regional shopping malls, market dominant retail and entertainment centers, and international retail and leisure destinations. It currently owns 42 properties in the U.S., Canada and Europe, totaling 51 million square feet. In addition, The Mills has various projects in development, redevelopment or under construction. The Mills is traded on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the ticker: MLS. For more information, visit the Company's website at www.themills.com. Statements in this press release that are not historical - including, among other things, as to The Mills' exploration of strategic alternatives, consummation of the Meadowlands Xanadu transaction with Colony Capital and other transactions and steps - may be deemed forward-looking statements within the meaning of the federal securities laws. Although The Mills believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, The Mills can give no assurance that its expectations will be attained or that the exploration of strategic alternatives will result in any transaction and it is possible that our actual circumstances and results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. The Mills undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is directed to The Mills' various filings with the SEC, including quarterly reports on Form 10-Q Form 10-Q See 10-Q. , reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. and its annual reports on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , for a discussion of such risks and uncertainties. |
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