Rodamco Seeks to Fend Off Westfield

Rodamco North America, the No. 3 owner of U.S. shopping malls, said it is in takeover talks with a number of parties as it seeks alternatives to an attempt by Westfield Holdings Ltd. to seize control of its management.

A takeover is one of three options under consideration, RNA said. The others are RNA’s own strategic plan to boost its share price and Westfield’s proposal to put RNA’s real estate portfolio under its own management.

“Once a study of the alternatives is completed, we will make further comments,� RNA said in a statement.

RNA shares surged 6.1% last Thursday in the Netherlands after larger U.S. rival General Growth Properties Inc. said it was in talks to buy a “multibillion-dollar� group of regional shopping centers from an unidentified seller. Though RNA declined to comment, people familiar with the situation confirmed General Growth was in talks to buy some or all of the Rotterdam-based company’s assets.

Analysts said RNA, with a net asset value of $6.7 billion, would fetch a record sum for a U.S. shopping mall company, surpassing the $5 billion Simon Property Group Inc. paid for Corporate Property Investors in 1998.

Last year RNA bought Urban Shopping Centers Inc. for $3.4 billion, gaining control of some of the most profitable space in the U.S., including Garden State Mall in Paramus, N.J., Houston’s Galleria and Century City Shopping Center in Los Angeles.

RNA has said since October it was “actively seeking alternatives� to fend off Australia-based Westfield, which has asked for a meeting of RNA shareholders, where it hopes to oust RNA management and supervisory boards, merge the Dutch company’s assets with its own and collect a management fee.

That plan was stalled after RNA issued 14.7 million new shares, which are held by a trust, diluting Westfield’s stake to 18%, and creating a bloc to counter the Australian company’s vote and that of its pension fund ally, ABP, which sold most of its stake to Westfield.

Westfield is challenging RNA’s move in court, and a Dutch judge ordered an investigation into RNA’s policies since August. The Australian company returned to court after RNA said it was seeking alternatives to counter Westfield’s plan. Last month an Amsterdam court ordered RNA to take no action that would alter the balance of power with Westfield pending the investigation.