Shareholders of Westfield Corp. approved Unibail-Rodamco SE's US$15.68 billion proposal to take over the Australia-listed shopping center landlord in what could potentially be the biggest ever merger and acquisition Down Under.
Approximately 97.55%, or 1,456,822,657, of the votes cast at the May 24 annual general meeting were in favor of the scheme proposal that implies a total enterprise value of US$24.7 billion for the target. Since it was first announced in December 2017, the deal has had the support of Westfield's board and owners, the Lowy family.
As agreed, France-based Unibail will issue 0.01844 of its stapled security plus US$2.67 in cash for each Westfield security tendered. Days before the approval, Unibail shareholders voted in favor of the merger, which means the cross-border transaction now only requires the approval of a second Australian scheme court hearing — tentatively scheduled for May 29 — in order to become effective May 30 and implemented June 7.
While the success of the buyout spells the end for Westfield's time as one of the biggest mall landlords in the world and as a listed company, the acquisition signals the start of Unibail's exposure to the commercial property markets of the U.S. and the U.K. As Europe's largest real estate investment trust by market cap, Unibail will have a pro forma market cap of €31.1 billion and the world's largest development pipeline of €12.3 billion when the deal closes.
Ahead of the vote, retiring Westfield Chairman and founder Frank Lowy said he believes Unibail is the "natural home" for Westfield's international brand and business. He noted that the new group arising from the merger, "the largest M&A deal in Australian history," will have more flagship shopping centers than any other retail operator.
Westfield Co-CEO Steven Lowy added that the new entity will hold the "highest quality real estate portfolio in the western world." The portfolio of 102 shopping centers is valued at over €62 billion and will span 13 countries and various cities including London; Los Angeles; New York; Paris; San Francisco; San Jose, Calif.; Stockholm; Vienna; Munich; and Madrid.
