A Howard County judge yesterday rejected an effort to delay Rouse Co. shareholders from voting on whether the company should sell itself to a Chicago mall developer.
The judge's order was the latest development in a lawsuit filed by David Jasinover, a Rouse shareholder in Florida who accuses the Columbia company of failing to get the best deal possible when it agreed in August to sell to General Growth Properties Inc. for $7.2 billion in cash.
Jasinover asked Howard County Circuit Judge Dennis M. Sweeney to block the shareholder vote, scheduled for Tuesday in New York, until shareholders have more information to assess if Rouse secured the best price. The plaintiffs accused Rouse of shutting out two other potential bidders.
But in his order, Sweeney said Maryland law does not require the board to shop the company to multiple bidders. The judge also said that Rouse gave shareholders sufficient explanation about its reasoning and that the court should not "second-guess" Rouse's assessment.
"It did not treat [the bidders] all the same, but there is no indication that the actions taken were not reasonable," Sweeney wrote. "This may not have been the 'perfect deal' or even the 'best deal,' but there is no indication of record that it was not a reasonable deal."
Though Jasinover failed to block the vote, his lawsuit is still pending and he continues seeking damages from Rouse.
Anthony W. Deering, Rouse's chairman and chief executive, said in a statement, "We are gratified by the judge's decision, which will allow The Rouse Company to close its merger with General Growth Properties as expeditiously as possible. This is clearly the right result for our shareholders."
Because General Growth will assume $5.4 billion of Rouse debt, the deal is valued at $12.6 billion, the most ever paid for a real estate investment trust. Financial analysts have criticized General Growth for paying too much.
The lawsuit is one of a few potential stumbling blocks for the deal, slated to close in mid-November.
In October, Rouse and General Growth went to court in Delaware to block heirs of billionaire Howard Hughes from derailing the sale. The Hughes heirs voiced concern about their financial stake in Rouse and threatened to "evaluate all of the rights and remedies" available to them. Rouse said it does not expect the disagreement to delay the sale.
Also last month, Rouse disclosed it is working with the Internal Revenue Service on an issue related to its status as a real estate investment trust. Without REIT status, Rouse would not be able to satisfy a condition of the merger. But on Wednesday, Rouse issued a statement saying it was close to reaching an agreement with the IRS.