Rodamco North America NV, Westfield America Trust, Simon Property Group, Inc., and The Rouse Company today announced that they have signed a definitive agreement whereby Westfield, Simon and Rouse will jointly acquire RNA through a purchase of all of RNAÂ's assets in a transaction that is tantamount to a public bid for RNA. The transaction has been approved by all of the companiesÂ' Boards of Directors.
The transaction will involve the purchase by Westfield, Simon and Rouse of RNAÂ's real estate assets and related businesses for EUR2.48 billion in cash (representing EUR55.00 per RNA share), plus the assumption of EUR3.49 billion of liabilities. It is currently expected that the full distribution of the proceeds to shareholders will be achieved via a liquidation of RNA and will be made immediately following the closing of the transaction.
It is further expected that the proceeds distributed to shareholders will range from approximately EUR53.00-54.00 per share depending on timing and the amount of applicable Dutch taxes incurred in the distribution. This distribution will also be subject to customary Dutch withholding taxes for RNA shareholders. Completion of the transaction remains subject to customary conditions, including requisite legal and regulatory approvals and the approval of RNAÂ's shareholders. Closing of the transaction is not subject to any financing conditions and is anticipated to be completed in approximately 90 days.
RNA anticipates holding a shareholder meeting within approximately 30 days to approve the transaction and the distribution of the transaction proceeds. As part of the agreement, RNA has requested and Westfield Holdings Ltd. has agreed to vote its shares in support of the proposed transaction and distribution. In addition, both RNA and Westfield Holdings Ltd. have agreed to suspend and, subject to the closing of the transaction, terminate all pending litigation.
The Supervisory Board and Management Board of RNA strongly support this offer.
Rodamco North America NV (Euronext: RNAA) is a major property investment company operating in the United States and is one of the largest property companies quoted on the Official Market of Euronext Amsterdam.
Through focus on its core business of top-quality retail properties and the acquisition of Urban Shopping Centers, Inc. (Â'UrbanÂ') in November 2000, RNA is the third largest shopping mall owner in the U.S. The company owns interests in 35 regional shopping malls located across the United States. RNA has secondary listings on each of the Paris, Brussels and Frankfurt stock exchanges.
Westfield America Trust (ASX: WFA) is one of the largest property trusts listed on the Australian Stock Exchange. WFA owns the Westfield America portfolio of 39 major U.S. shopping centers, branded as Westfield Shoppingtowns. Westfield Shoppingtowns are home to more than 5,000 specialty stores, serve 10 percent of the U.S. population and comprise 37.8 million square feet of leasable space in California, Colorado, Connecticut, Maryland, Missouri, New Jersey, New York, North Carolina and Washington.
Simon Property Group, Inc. (NYSE:SPG), headquartered in Indianapolis, Indiana, is a self-administered and self-managed real estate investment trust which, through its subsidiary partnerships, is engaged in the ownership, development, management, leasing, acquisition and expansion of income-producing properties, primarily regional malls and community shopping centers. It currently owns or has an interest in 252 properties containing an aggregate of 187 million square feet of gross leasable area in 36 states and seven assets in Europe and Canada. Together with its affiliated management company, Simon owns or manages approximately 191 million square feet of gross leasable area in retail and mixed-use properties. Shares of Simon Property Group, Inc. are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc. Additional Simon Property Group information is available at www.shopsimon.com.
Headquartered in Columbia, Md., The Rouse Company was f