PARIS and SYDNEY—Unibail-Rodamco SE, Europe's largest listed commercial property owner, said Tuesday it had agreed to acquire Australia-based shopping center developer Westfield Corp., whose properties include the World Trade Center's retail component in Lower Manhattan. The cash-and-stock deal is valued at US$15.7 billion and implies an enterprise value of US$24.7 billion for Westfield.
In a joint statement, the two companies say that the result of the merger will be “the world's premier developer and operator of flagship shopping destinations.” On a dollars-and-cents basis, the combination will create a retail group with US$72.2 billion of gross market value, strategically positioned in 27 of the world's leading retail markets and cities.
“The transaction announced today is the culmination of the strategic journey Westfield has been on since its 2014 restructure,” says Sir Frank Lowy, board chairman at Westfield. “We see this transaction as highly compelling for Westfield's securityholders 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,” Lowy continues. We look forward to seeing Westfield continue to grow as part of the world's premier owner of flagship shopping destinations.”
The deal is expected to close in the first half of 2018. It's expected that a 90% interest in OneMarket (formerly Westfield Retail Solutions), Westfield's retail technology platform, will be spun-off from Westfield into a newly formed entity to be listed on the Australian Stock Exchange.
In connection with the acquisition, Deutsche Bank and Goldman Sachs are acting as financial advisors to Unibail-Rodamco, while 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.
For Westfield, Rothschild & Co is acting as lead financial advisor; 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.
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