Unibail-Rodamco to acquire Westfield to create the world’s premier developer and operator of 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 US$7.55 (or A$10.01) and representing a premium of 17.8% to Westfield’s closing security price on December 11, 2017. The Transaction implies an enterprise value for Westfield of US$24.7 billion.
- The creation of a global property leader with €61.1 billion (US$72.2 billion) 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, creating a must-have partner for all global retailers and brands across Europe and select markets in the United States. 56 of the 104 assets, representing 84% of the combined GMV, are flagship shopping destinations;
- The progressive roll-out of the world famous Westfield brand in the Group’s flagship shopping destinations ;
- Strong organic long-term growth prospects through the world’s largest development pipeline of €12.3 billion focused on flagship assets in key markets;
- A value creating transaction, which Unibail-Rodamco expects to be accretive to its recurring earnings per share in the first full year, with expected run-rate synergies of €100 million per annum;
- A robust balance sheet, with an expected credit rating in the “A” category post Transaction and an expected pro forma Loan-To-Value (“LTV”) of 39% as at June 30, 2017, well within Unibail- Rodamco’s historical objective of between 35% and 45%;
- An attractive dividend distribution policy, representing 85% to 95% of the Group’s pro forma recurring net earnings ;
- An efficient structure with the Group operating as a REIT in France, the Netherlands, the United Kingdom and the United States;
- Enlarged capital markets profile with a pro forma market capitalization of €31.1 billion increased stock liquidity and inclusion in major equity indices in Europe and Australia;
- A best-in-class management team, leveraging Unibail-Rodamco and Westfield’s superior track records and the strengths of both groups, with the support of their 3,700 employees.
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 of 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.”