Westfield, Multiplex and Reuben Brothers agree to join on Chelfield bid proposal (UK)

The Westfield Group, Multiplex and certain companies associated with David and Simon Reuben have entered into an agreement whereby Westfield and a new company to be formed by Multiplex and the Reuben brothers will pursue a joint cash bid proposal to acquire Duelguide plc, the company which owns the former London listed Chelsfield plc, for ₤585 million (A$1.4 billion).

Under the agreement, Westfield’s investment (including assumed debt) would total approximately ₤1.2 billion (A$2.9 billion) and provide Westfield with an additional ₤1.8 billion (A$4.4 billion) of future development opportunities.

The parties are working towards announcing a joint offer in the coming week.

This agreement between Westfield, Multiplex, which owns approximately 6% of Duelguide, and the Reuben brothers, who own approximately 34% of Duelguide, follows the announcement of 30 September 2004 regarding Westfield’s
₤585 million (A$1.4 billion) cash bid proposal to acquire Duelguide. Should the joint bid proposal not proceed, Westfield intends to pursue its current cash bid proposal.

Under the joint bid proposal, the assets of Duelguide would be allocated among the members of the bidding group following a successful completion of the offer. Westfield’s investment would include a 100% interest in Merry Hill shopping centre development, near Birmingham; a 25% interest in White City shopping centre, London, a 100% interest in Broadway, a shopping centre development site in Bradford; a 25% interest in Stratford City, a mixed-use development site including a proposed 2 million square foot retail and leisure development in East London; a 100% interest in Sprucefield shopping centre, Lisburn, Northern Ireland, as well as a 50% interest in an adjoining shopping centre development site.

The investment will increase Westfield’s UK portfolio from seven centres to nine centres plus four retail development sites, and will increase Westfield UK’s investment from approximately ₤950 million (A$2.3 billion) to approximately
₤2.15 billion (A$5.2 billion), plus the value of the additional development opportunities of the portfolio.

The proposed joint acquisition of Duelguide is not expected to have any impact on Westfield Group’s distributions for the periods to 2006, forecast at the time of the recent merger of Westfield entities.

The parties have received an irrevocable undertaking from a 13% Duelguide shareholder, Uberior Ventures Limited that it will, in respect of its entire shareholding, accept a joint offer made by them. This undertaking ceases to be binding in the event that the joint offer is not formally announced by 11.59pm (London time) on 17 October 2004 or if the agreement between the parties terminates. The parties have also received a letter of intent from Tintagel International Limited, a company associated with Elliott Bernerd family interests, confirming that it fully intends to accept an offer from the parties in respect of its entire 11.3% shareholding in Duelguide. This letter of intent, which is not legally binding, lapses in the event that the joint offer is not formally announced by 11.59pm (London time) on 17 October 2004 or if the agreement between the parties terminates.

Source: Westfield

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