Item 8.01. OTHER EVENTS.

On February 10, 2020, Taubman Centers, Inc. (the "Company") and Simon Property Group, Inc. ("Simon") issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of February 9, 2020, by and among Simon, Simon Property Group, L.P., Silver Merger Sub 1, LLC, Silver Merger Sub 2, LLC, the Company and The Taubman Realty Group Limited Partnership (the "Merger Agreement"). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The material terms of the Merger Agreement will be described in a subsequent filing on Form 8-K. The Company expects to continue paying regular cash dividends through closing consistent with past practice at $2.70 per share on an annual basis.

Also on February 10, 2020, the Company released an investor presentation in connection with the announcement of the Merger Agreement. The presentation provides information on both the Company and Simon and an overview of the strategic rationale for the transaction. The presentation is attached hereto as Exhibit 99.2.

In addition, on February 10, 2020, the Company engaged in various communications with employees and business partners concerning the proposed transaction, which are attached hereto as Exhibits 99.3 and 99.4.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d)     Exhibits

Exhibit  Description



  99.1   Joint Press Release, dated February 10, 2020
  99.2   Investor Presentation, dated February 10, 2020
  99.3   Email to employees, transmitted on February 10, 2020
  99.4   Email to business partners, transmitted on February 10, 2020
  104    104 Cover Page Interactive Data File (embedded within the Inline XBRL
         document)



FORWARD-LOOKING STATEMENTS

This communication contains certain "forward-looking" statements as that term is defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as "believes", "anticipates", "expects", "may", "will", "would," "should", "estimates", "could", "intends", "plans" or other similar expressions are forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors: the failure to receive, on a timely basis or otherwise, the required approvals by Taubman Centers, Inc.'s ("Taubman") shareholders; the risk that a condition to closing of the transaction may not be satisfied; Simon Property Group's ("Simon") and Taubman's ability to consummate the transaction; the possibility that the anticipated benefits from the transaction will not be fully realized; the ability of Taubman to retain key personnel and maintain relationships with business partners pending the consummation of the transaction; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which Simon and Taubman operate, as detailed from time to time in each of Simon's and Taubman's reports filed with the SEC. There can be no assurance that the transaction will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in Taubman's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Taubman cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the proposed transaction, shareholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Taubman or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication. Taubman does not undertake any obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law. -------------------------------------------------------------------------------- ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made in respect of the proposed transaction involving Taubman and Simon. In connection with the proposed transaction, Taubman intends to file relevant materials with the Securities and Exchange Commission (the "SEC"), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Taubman will mail the definitive proxy statement and a proxy card to each shareholder of Taubman entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Taubman may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF TAUBMAN ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT TAUBMAN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TAUBMAN AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by TAUBMAN with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov) or at Taubman's website (www.taubman.com).

PARTICIPANTS IN THE SOLICITATION

Taubman and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Taubman in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement described above filed with the SEC. Additional information regarding Taubman's directors and executive officers is also included in Taubman's proxy statement on Schedule 14A for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2019, or its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 28, 2019. These documents are available free of charge as described above. --------------------------------------------------------------------------------

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