Unibail-Rodamco SE’s $24 Billion Acquisition of Westfield

Deutsche Bank and Goldman Sachs are acting as financial advisors to Unibail-Rodamco. Darrois Villey Maillot Brochier, Allens, NautaDutilh, Shearman & Sterling LLP, Clifford Chance Europe LLP and Capstan Avocats are acting as legal advisors. Lacourte Raquin Tatar, Loyens & Loeff and Allen & Overy are acting as tax advisors. Rothschild & Co is acting as lead financial advisor to Westfield. 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. Greenwoods and Herbert Smith Freehills are acting as Australian tax advisors.

Unibail-Rodamco SE (“Unibail-Rodamco”) and Westfield Corporation (“Westfield”) announce that Unibail-Rodamco has entered into an agreement to acquire Westfield to create the world’s premier developer and operator of flagship shopping destinations (the “Group”). The proposed transaction (the “Transaction”) has been unanimously recommended by Westfield’s Board of Directors[1] and Unibail-Rodamco’s Supervisory Board.

Under the terms of the agreement, Westfield securityholders 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.

Under the Transaction terms, Unibail-Rodamco will acquire Westfield for shares and cash via Australian company and trust Schemes of Arrangement. The consideration offered to Westfield’s securityholders comprises 0.01844 Unibail-Rodamco stapled securities plus US$2.67 in cash for each Westfield security.

Unibail-Rodamco has identified a total of €100 million of expected run-rate synergies, reflecting a unique opportunity to create value for both sets of securityholders and deliver stronger returns than either of the two groups could achieve on a standalone basis. Approximately €40 million of synergies are anticipated to be driven by the incremental rental income expected from implementation of leasing efforts, leveraging the Westfield brand and specialty leasing expertise across Unibail-Rodamco’s platform as well as the deployment of Unibail-Rodamco’s best practices and capabilities in asset management and capturing reversionary potential. An additional €60 million is expected to come from corporate overheads.

Following the Transaction, Unibail-Rodamco will maintain its two-tier Board structure which consists of a Supervisory Board and a Management Board.

The Supervisory Board of Unibail-Rodamco will be chaired by Colin Dyer. Two Westfield board members, including Peter Lowy, will be appointed to the Supervisory Board.

A newly created Advisory Board, to be chaired by Sir Frank Lowy AC, will provide the Group with independent advice from outside experts on its strategy.

The Management Board of Unibail-Rodamco will consist of Christophe Cuvillier, Group Chief Executive Officer, and Jaap Tonckens, Group Chief Financial Officer.

The Senior Management Committee will include top executives of both Westfield and Unibail-Rodamco, reflecting the combination of their strengths. It will assist the Management Board in the execution of the Group’s strategy.

Skadden is advising Westfield Corporation with M&A partners Armand Grumberg (Picture) and Scott Simpson (London); and Tax of counsels John Rayis (Chicago/Los Angeles) and William Alexander (Washington, D.C.), and partners David Polster (Chicago), Sarah Ralph (Chicago), Nathan Giesselman (Palo Alto) and Thomas Perrot (Paris).

 

Involved fees earner: Armand Grumberg – Skadden Arps Slate Meager & Flom; Scott Simpson – Skadden Arps Slate Meager & Flom; John Rayis – Skadden Arps Slate Meager & Flom; William Alexander – Skadden Arps Slate Meager & Flom; David Polster – Skadden Arps Slate Meager & Flom; Sarah Ralph – Skadden Arps Slate Meager & Flom; Nathan Giesselman – Skadden Arps Slate Meager & Flom; Thomas Perrot – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Westfield Corp ;