MLS Mills Corp

The Mills Corporation (NYSE:MLS) responded today to a revised version of Gazit-Globe�s conditional proposal to invest in a recapitalization of The Mills. The Mills again welcomes Gazit-Globe and its chairman, Chaim Katzman, to participate in The Mills� ongoing exploration of strategic alternatives. The Mills� management and Board of Directors have repeatedly invited Gazit-Globe to enter that process by signing a confidentiality and standstill agreement on terms similar to those agreed to by numerous other interested parties, including one of The Mills� largest shareholders. The Board of Directors is considering all possible alternatives that would enhance shareholder value, and in that light would like to evaluate a Gazit-Globe proposal that is fully informed by due diligence in order to compare it against any other proposals that The Mills may receive from other bidders. Unfortunately, Gazit-Globe has repeatedly refused to agree to the ground rules that the Board has set, and other very credible suitors are following, to ensure a fair, orderly and competitive process. As a consequence, Gazit has put itself in a position where it is unable to review all relevant information necessary to submit a fully informed, unconditional proposal. Gazit-Globe�s current revised proposal, like its previous offer, is highly conditional and subject to completion of due diligence that is has refused to begin. The Board, informed by its discussions with management and its advisors, has numerous specific concerns about Gazit-Globe�s highly conditional proposal, including among others: The fact that the proposal requires the completion of a due diligence investigation of The Mills � which Gazit-Globe has so far refused to commence due to their refusal to sign an appropriate confidentiality and standstill agreement; and The fact that Gazit-Globe�s proposal, as currently structured, would give Mr. Katzman control of the Company, leaving public shareholders with both an unprotected minority position and no opportunity to receive a control premium. All other interested parties have engaged in a due diligence process. Without carefully reviewing the diligence information that has been provided to all other potential bidders, Gazit-Globe will not be able to produce an unconditional offer in the same timeframe as other bidders. Access to The Mills� diligence information has repeatedly been offered to Mr. Katzman on the condition that Gazit-Globe sign an appropriate confidentiality and standstill agreement. The Mills believes that Gazit-Globe can best address its concerns by joining the strategic alternatives process and developing a fully informed proposal that can be compared on a level playing field against other potential proposals. Numerous well-capitalized potential buyers have already substantially completed due diligence and are waiting for the restated financials to submit their final bids. The Mills� strategic alternatives process is deliberate, well considered and well advised and the Company believes it will deliver maximum value to The Mills� shareholders. By contrast, The Mills believes that Gazit-Globe�s actions and initiation of litigation only disrupt the orderly conclusion of the strategic alternatives process and frustrate the best interests of its shareholders. The Mills has recently taken numerous actions to streamline the Company and prepare it for a strategic transaction. A few of the recent accomplishments include: the restructuring of the Meadowlands Xanadu partnership to eliminate The Mills� financial obligations; the sale of The Mills� international assets which enabled the Company to reduce its Senior Term Loan by approximately $458 million and simplify its organizational structure; the sale of non-core development projects such as the office and residential portion of 108 North State Street and Mercati Generali; and changing virtually all of the senior management team, including the CEO and CFO. These actions were accomplished in close coordination with The Mills� Board and members of the Special Committee who are assisting the Company in its strategic alternatives process. The Audit Committee of the Board has been working extensively with its outside auditors at Ernst & Young LLP, and with its special legal counsel at Gibson, Dunn & Crutcher LLP, to complete the restatement of The Mills� financials and the related investigation into the Company�s historic accounting practices. When that process is complete, the Company intends to move forward rapidly to complete its strategic alternatives process and request final proposals from interested parties. The Mills would very much like Gazit-Globe to be one of the final bidders in this process, and once again invites Gazit-Globe to sign a confidentiality and standstill agreement and participate in the process to achieve value for all The Mills� shareholders. About The Mills Corporation The Mills Corporation, based in Chevy Chase, MD, is a developer, owner and manager of a diversified portfolio of retail destinations, including regional shopping malls and market-dominant retail and entertainment centers. It currently owns 39 properties in the United States totaling approximately 48 million square feet. The Mills is traded on the New York Stock Exchange 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 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, reports on Form 8-K and its annual reports on Form 10-K, for a discussion of such risks and uncertainties. The Mills Corporation (NYSE:MLS) responded today to a revised version of Gazit-Globe's conditional proposal to invest in a recapitalization of The Mills. The Mills again welcomes Gazit-Globe and its chairman, Chaim Katzman, to participate in The Mills' ongoing exploration of strategic alternatives. The Mills' management and Board of Directors have repeatedly invited Gazit-Globe to enter that process by signing a confidentiality and standstill agreement on terms similar to those agreed to by numerous other interested parties, including one of The Mills' largest shareholders. The Board of Directors is considering all possible alternatives that would enhance shareholder value, and in that light would like to evaluate a Gazit-Globe proposal that is fully informed by due diligence in order to compare it against any other proposals that The Mills may receive from other bidders. Unfortunately, Gazit-Globe has repeatedly refused to agree to the ground rules that the Board has set, and other very credible suitors are following, to ensure a fair, orderly and competitive process. As a consequence, Gazit has put itself in a position where it is unable to review all relevant information necessary to submit a fully informed, unconditional proposal. Gazit-Globe's current revised proposal, like its previous offer, is highly conditional and subject to completion of due diligence that is has refused to begin. The Board, informed by its discussions with management and its advisors, has numerous specific concerns about Gazit-Globe's highly conditional proposal, including among others: -- The fact that the proposal requires the completion of a due diligence investigation of The Mills - which Gazit-Globe has so far refused to commence due to their refusal to sign an appropriate confidentiality and standstill agreement; and -- The fact that Gazit-Globe's proposal, as currently structured, would give Mr. Katzman control of the Company, leaving public shareholders with both an unprotected minority position and no opportunity to receive a control premium. All other interested parties have engaged in a due diligence process. Without carefully reviewing the diligence information that has been provided to all other potential bidders, Gazit-Globe will not be able to produce an unconditional offer in the same timeframe as other bidders. Access to The Mills' diligence information has repeatedly been offered to Mr. Katzman on the condition that Gazit-Globe sign an appropriate confidentiality and standstill agreement. The Mills believes that Gazit-Globe can best address its concerns by joining the strategic alternatives process and developing a fully informed proposal that can be compared on a level playing field against other potential proposals. Numerous well-capitalized potential buyers have already substantially completed due diligence and are waiting for the restated financials to submit their final bids. The Mills' strategic alternatives process is deliberate, well considered and well advised and the Company believes it will deliver maximum value to The Mills' shareholders. By contrast, The Mills believes that Gazit-Globe's actions and initiation of litigation only disrupt the orderly conclusion of the strategic alternatives process and frustrate the best interests of its shareholders. The Mills has recently taken numerous actions to streamline the Company and prepare it for a strategic transaction. A few of the recent accomplishments include: -- the restructuring of the Meadowlands Xanadu partnership to eliminate The Mills' financial obligations; -- the sale of The Mills' international assets which enabled the Company to reduce its Senior Term Loan by approximately $458 million and simplify its organizational structure; -- the sale of non-core development projects such as the office and residential portion of 108 North State Street and Mercati Generali; and -- changing virtually all of the senior management team, including the CEO and CFO. These actions were accomplished in close coordination with The Mills' Board and members of the Special Committee who are assisting the Company in its strategic alternatives process. The Audit Committee of the Board has been working extensively with its outside auditors at Ernst & Young LLP, and with its special legal counsel at Gibson, Dunn & Crutcher LLP, to complete the restatement of The Mills' financials and the related investigation into the Company's historic accounting practices. When that process is complete, the Company intends to move forward rapidly to complete its strategic alternatives process and request final proposals from interested parties. The Mills would very much like Gazit-Globe to be one of the final bidders in this process, and once again invites Gazit-Globe to sign a confidentiality and standstill agreement and participate in the process to achieve value for all The Mills' shareholders. About The Mills Corporation The Mills Corporation, based in Chevy Chase, MD, is a developer, owner and manager of a diversified portfolio of retail destinations, including regional shopping malls and market-dominant retail and entertainment centers. It currently owns 39 properties in the United States totaling approximately 48 million square feet. The Mills is traded on the New York Stock Exchange 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 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, reports on Form 8-K and its annual reports on Form 10-K, for a discussion of such risks and uncertainties.