Unibail-Rodamco to Acquire High-Profile Mall Owner Westfield Corp. for $15.7B

by Katie Sloan

SYDNEY AND PARIS — Europe’s largest commercial property firm Unibail-Rodamco is set to acquire U.S. and U.K. mall owner Westfield Corp. (ASX: WFD) for $15.7 billion.

Paris-based Unibail-Rodamco owns and operates a portfolio of 69 shopping centers across major European cities including Paris, Madrid, Stockholm, Amsterdam, Munich, Vienna, Warsaw and Prague. Sydney-based Westfield operates 35 malls in the U.S. and U.K., including Westfield World Trade Center, which opened to major success in New York City in August 2016; Century City, Westfield Fashion Square and San Francisco Centre in California; and Westfield London and Stratford City in the U.K.

Following the transaction — expected to close in the first half of 2018 — Unibail-Rodamco will own and operate a portfolio of 104 commercial properties across 13 countries valued at about $72.2 billion. The company will be headquartered in Paris and the Netherlands, with regional headquarters in Los Angeles and London.

Westfield has made a name for itself in the industry under billionaire chairman and co-founder Frank Lowy by transforming outdated malls into viable shopping centers for modern consumers.

“The transaction announced today is the culmination of the strategic journey Westfield has been on since its 2014 restructure,” says Lowy. “We see this transaction as highly compelling for Westfield’s security holders and Unibail-Rodamco’s shareholders, alike. Unibail-Rodamco’s track record makes it the natural home for the legacy of Westfield’s brand and business.”

Under the terms of the agreement, Westfield investors will receive $7.55 in cash and stock for each of their shares, representing a 17.8 percent premium to the company’s closing price on Monday, Dec. 11.

Prior to close, Westfield plans to spin off a 90 percent interest in OneMarket, its retail technology platform, into a newly listed company in Australia. The acquired company would hold the remaining 10 percent interest in OneMarket.

“The acquisition of Westfield is a natural extension of Unibail-Rodamco’s strategy of concentration, differentiation and innovation,” says Christophe Cuvillier, chairman of the management board and CEO of Unibail-Rodamco. “It adds a number of new attractive retail markets in London and the wealthiest catchment areas in the United States.”

Cuvillier will be the CEO and Colin Dyer will be the chairman of the supervisory board for the combined company. Two Westfield board members, including Lowy, will be appointed to the supervisory board. Lowy will also chair a newly created advisory board, which will provide independent advice to the company from outside experts.

Deutsche Bank and Goldman Sachs are acting as financial advisors to Unibail-Rodamco, and have committed to provide 6.1 billion euros to cover the cash portion of the offer.

Darrois Villey Maillot Brochier; Allens, NautaDutilh, Shearman & Sterling LLP; Clifford Chance Europe LLP; and Capstan Avocats are acting as legal advisors to the buyer. Lacourte Raquin Tatar, Loyens & Loeff and Allen & Overy are acting as tax advisors.

Rothschild & Co. is acting as lead financial advisor to Westfield, and Jefferies and UBS are acting as joint financial advisors. King & Wood Mallesons; Skadden, Arps, Slate, Meagher & Flom LLP; and Debevoise & Plimpton LLP are acting as legal advisors to the company. Greenwoods and Herbert Smith Freehills are acting as Australian tax advisors.

Westfield’s stock price closed on Monday, Dec. 11 at AU$8.50 per share, slightly up from AU$8.48 one year ago.

— Katie Sloan

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