Unibail Rodamco has entered into an agreement to acquire Westfield to create the world’s premier developer and operator of flagship shopping destinations. The proposed transaction has been unanimously recommended by Westfield’s Board of Directors and Unibail-Rodamco’s Supervisory Board.
Under the terms of the agreement, Westfield security holders will receive a combination of cash and shares in Unibail-Rodamco, valuing each Westfield security at a price of €6.41 (US$7.55 or A$10.01) and representing a premium of 17.8% to Westfield’s closing security price on December 11, 2017.
Deutsche Bank and Goldman Sachs have provided a €6.1bn committed acquisition financing facility to cover the cash portion of the Offer, refinancing requirements at Westfield and Unibail-Rodamco and transaction costs.
The Transaction implies an enterprise value for Westfield of €20.97bn (US$24.7bn). The business combination is a unique value proposition for both Unibail-Rodamco shareholders and Westfield security holders, who will benefit from:
- The creation of a global property leader with €61.1bn (US$72.2bn) of Gross Market Value (“GMV”), strategically positioned in 27 of the world’s most attractive retail markets and cities ;
- A unique platform of 104 assets attracting 1.2 billion visits annually;
- Strong organic long-term growth prospects through the world’s largest development pipeline of €12.3bn focused on flagship assets in key markets ;
- Enlarged capital markets profile with a pro forma market capitalization of €31.1bn, increased stock liquidity and inclusion in major equity indices in Europe and Australia;
- Post Transaction, Christophe Cuvillier will be the Group Chief Executive Officer and Colin Dyer will be the Group Chairman of the Supervisory Board.
Commenting on the Transaction, Christophe Cuvillier, Chairman of the Management Board and Chief Executive Officer of Unibail-Rodamco, said: “We are delighted to announce this transaction today. All of us at Unibail-Rodamco have immense respect for what the Lowy family and the Westfield team have accomplished with the Westfield brand and the company’s iconic collection of world-class shopping destinations. The acquisition of Westfield is a natural extension of Unibail-Rodamco’s strategy of concentration, differentiation and innovation. It adds a number of new attractive retail markets in London and the wealthiest catchment areas in the United States. It provides a unique platform for superior quality shopping destinations supported by experienced professionals of both Unibail-Rodamco and Westfield. We believe that this transaction represents a compelling opportunity for both companies to realize benefits not available to each company on a standalone basis, and creates a strong and attractive platform for future growth. We look forward to welcoming Westfield’s security holders as shareholders in the new Group and continuing to create significant value for our existing and new shareholders.”
Commenting on the Transaction, Sir Frank Lowy AC, Chairman of the Westfield Board of Directors, said: “The transaction announced today is the culmination of the strategic journey Westfield has been on since its 2014 restructure. 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. We look forward to seeing Westfield continue to grow as part of the world’s premier owner of flagship shopping destinations.”
