UNIBAIL-RODAMCO and WESTFIELD
UNIBAIL-RODAMCO AND WESTFIELD CORPORATION ANNOUNCE
THE CREATION OF THE WORLD'S PREMIER DEVELOPER AND OPERATOR OF
FLAGSHIP SHOPPING DESTINATIONS
Paris,
Amsterdam, Sydney - December 12, 2017
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[2], valuing
each Westfield security at a price of US$7.55 (or
A$10.01)[3] 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[4].
The
business combination is a unique value proposition for both
Unibail-Rodamco shareholders and Westfield securityholders, who
will benefit from:
-
The creation of a global property leader with
€61.1 billion (US$72.2 billion) of Gross Market Value
("GMV")[5],
strategically positioned in 27 of the world's most attractive
retail markets and cities ;
-
A unique platform of 104 assets[6] 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[7] 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[8], with
expected run-rate synergies of €100 million per annum[9] ;
-
A robust balance sheet, with an expected credit
rating in the "A" category post Transaction and an expected pro
forma Loan-To-Value ("LTV")[10] of 39% as
at June 30, 2017[11], 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 ;
-
An enlarged capital markets profile with a pro
forma market capitalization of €31.1 billion[12],
increased stock liquidity and inclusion in major equity indices in
Europe and Australia[13] ;
-
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 ;
-
Post Transaction, Christophe Cuvillier will be
the Group Chief Executive Officer and Colin Dyer will be the Group
Chairman of the Supervisory Board.
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
securityholders as shareholders in the new Group and continuing to
create significant value for our existing and new
shareholders."
Commenting on the Transaction, Sir Frank Lowy AC, Chairman of the
Westfield Board of Directors, said: "The
transaction announced today is the culmination of the strategic
journey Westfield has been on since its 2014 restructure. 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. We look forward to seeing
Westfield continue to grow as part of the world's premier owner of
flagship shopping destinations."
Key transaction terms
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 (which will trade as one single security)[14] ("Scrip
Consideration") plus US$2.67 in cash for each Westfield security
("Cash Consideration") (together, the "Offer").
The
Offer implies a total value of US$7.55 (or A$10.01)[15] per
Westfield security based on Unibail-Rodamco's closing price of
€224.10 on December 11, 2017, representing:
-
A 17.8% premium based on Westfield's closing
security price of US$6.41 (A$8.50) on December 11, 2017;
-
A 22.7% premium based on Westfield's volume
weighted average closing security price over the three months
ending December 11, 2017 of US$6.15[16].
Approximately 38.7 million Unibail-Rodamco stapled securities will
be issued to Westfield securityholders to fund the Scrip
Consideration[17] and a
total of US$5.6 billion will be paid as the Cash Consideration,
resulting in a 65% stock and 35% cash consideration mix. Post
Transaction, existing Unibail-Rodamco shareholders will hold c.72%
of the Group's stapled securities and Westfield securityholders
will hold c.28%.
The
Group intends to establish Chess Depositary Interest ("CDI") listed
on the Australian Securities Exchange ("ASX"), which will be fully
exchangeable with the new Group's stapled securities[18] listed in
Amsterdam and Paris. Westfield securityholders will be able to
elect whether to receive the Scrip Consideration in Unibail-Rodamco
stapled securities or the Group's CDIs. The Group's CDIs listed on
the ASX are expected to be eligible for S&P index inclusion in
Australia.
The
dividends payable by each of Unibail-Rodamco and Westfield with
respect to profits generated during fiscal year 2017 will be paid
separately to each set of securityholders on or before closing in
line with their respective dividend payout policies. All dividends
with respect to fiscal year 2018 will be paid to shareholders of
the new Group post Transaction. Unibail-Rodamco expects to maintain
its distribution policy and calendar.
The
Supervisory Board and the Management Board of Unibail-Rodamco
unanimously support the Transaction. The Board of Directors of
Westfield has also unanimously recommended the Transaction in the
absence of a Superior Proposal and subject to an Independent Expert
concluding that the Transaction is in the best interests of the
Westfield securityholders.
The
Lowy family has entered into a Voting Agreement under which it has
agreed not to sell its interest in Westfield during the period of
the Transaction, and to vote in favour of the Transaction in the
absence of the Westfield Board recommending a Superior Proposal and
subject to an Independent Expert concluding that the Transaction is
in the best interests of Westfield securityholders. In addition,
Unibail-Rodamco holds a 4.9% economic interest in Westfield
securities.
Following the Transaction, the Lowy family is committed to the
success of the Group and intends to maintain a substantial
investment in the Group.
The
Transaction is conditional upon the satisfaction of customary
conditions, including Australian court approval and the approval of
Unibail-Rodamco shareholders and Westfield securityholders, and is
expected to close in H1-2018.
Prior
to implementation of the Transaction, it is proposed 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 ASX listed entity. The Group will
retain the remaining 10% interest in OneMarket. OneMarket will have
approximately US$200 million in cash at December 31, 2017. Steven
Lowy will chair the OneMarket Board and Don Kingsborough will be
its CEO.
OneMarket has been developed within Westfield and it has always
been envisaged that it would be separated at the appropriate
time.
Westfield's Board believes that ultimately OneMarket will be better
positioned as an independent company given its technology focus,
financial profile and ability to develop its products as a
standalone industry platform.
The ASX
listed entity that will hold the 90% interest in OneMarket will be
demerged to Westfield's securityholders on a pro rata basis shortly
prior to closing of the Transaction. The Transaction is not
conditional on the demerger occurring.
The
Group and OneMarket intend to enter into a commercial arrangement
in relation to OneMarket's services.
Compelling strategic rationale
With 17
iconic flagship assets across 9 gateway cities representing 85% of
its GMV, Westfield's high quality portfolio is a perfect strategic
fit for Unibail-Rodamco. The combination with Westfield's platform
will add highly attractive markets: London and the wealthiest
catchment areas in the United States. The Transaction will create
the world's premier developer and operator of flagship shopping
destinations:
-
A unique portfolio of 104 prime assets across 13
countries attracting over 1.2 billion visits annually ;
-
The best shopping destinations in the world's
wealthiest cities such as London, Los Angeles, Munich, New York,
Paris, San Francisco, San Jose, Stockholm, Vienna, Madrid and
Warsaw;
-
An unparalleled collection of 56 high quality
flagship shopping destinations, representing 84% of the GMV, with
an average footfall of 15.7 million per annum, such as Westfield
London, Westfield Stratford City, Les Quatre Temps, Westfield
Century City, Le Forum des Halles, Westfield World Trade Center, La
Maquinista, Shopping City Süd, Mall of Scandinavia, Centrum Chodov
and Arkadia ;
-
An average GMV per shopping centre of €599
million (€942 million for the flagship portfolio)[19],
significantly ahead of all other large shopping centre
REITs ;
-
A combination of two development pipelines for a
total amount of €12.3 billion[20], with
iconic developments in London, Milan, Hamburg, Brussels, Paris, San
Jose, Lyon and other major cities. In addition to benefiting from
the strong embedded organic growth potential, Unibail-Rodamco
expects to capitalise on Westfield's strong development and
investment track record and know-how ;
-
The creation of the world's leading platform for
global retailers and brand events, positioning the Group as a
must-have partner for all global retailers across the most
attractive markets in the United States and Europe ;
-
Best-in-class management team, capitalising on
each of Unibail-Rodamco's and Westfield's superior track records
and strengths, with the support of their 3,700 employees.
Post
Transaction, Unibail-Rodamco will own and operate the world's
leading high quality commercial property portfolio with a total GMV
of over €61.1 billion (US$72.2 billion) and a pro forma
proportionate net rental income of €2.3 billion (US$2.6 billion)
for the twelve months to June 30, 2017[21]. The
shopping centre portfolio will represent 87% of the pro forma
Group's GMV alongside Unibail-Rodamco's existing office (7% of pro
forma GMV) and convention & exhibition (6% of pro forma
GMV)[22]
portfolios, both located in Paris and providing significant
earnings growth potential and attractive development projects.
The
combination of Unibail-Rodamco and Westfield is a natural extension
of Unibail-Rodamco's strategy of concentration, differentiation and
innovation and is consistent with its objective to focus on high
quality large shopping destinations in wealthy capital cities, the
most prestigious office buildings and major convention and
exhibition venues, vertically integrating the entire real estate
value creation chain. With this Transaction, Unibail-Rodamco will
acquire a leading portfolio and an extensive development pipeline
managed by an outstanding team of experienced professionals, in
addition to an iconic brand. The Westfield brand, the strongest in
the industry, will gradually be deployed across Unibail-Rodamco's
flagship assets.
The
Group will accelerate its digital innovation strategy to strengthen
connections with visitors and retailers. The use of innovative apps
and services (Smart map, Find my car, Connect, Click &
Services) and social media (10 million Facebook and Instagram fans)
will enhance the visitor experience and foster communities, with
whom the Group's shopping centres can engage.
Clear value proposition
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.
Unibail-Rodamco expects the Transaction to be accretive for
Unibail-Rodamco's shareholders from the first full year.
Financing
Deutsche Bank and Goldman Sachs have provided a €6.1 billion
committed acquisition financing facility to cover the cash portion
of the Offer, refinancing requirements at Westfield and
Unibail-Rodamco and transaction costs. The bridge facility is
expected to be repaid with a combination of senior debt and deeply
subordinated hybrid securities (€2 billion). Pursuant to its
ongoing portfolio review, Unibail-Rodamco has earmarked an amount
of approximately €3 billion of assets to be disposed over the next
several years.
Unibail-Rodamco expects the Group to retain an "A" category credit
rating.
Governance and organisation
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.
A
dedicated committee, comprising members of the Unibail-Rodamco and
Westfield management teams, will oversee integration planning and
execution to ensure efficient realisation of the expected benefits
of the Transaction.Subject to the Transaction being approved, Sir
Frank Lowy AC will retire as Chairman of Westfield. Peter Lowy and
Steven Lowy will retire as Co-CEOs of Westfield, Michael Gutman
will retire as President and COO of Westfield and Elliott Rusanow
will retire as CFO of Westfield.
The
Group will have its headquarters in Paris and Schiphol
(Netherlands), with two regional headquarters in Los Angeles and
London.
Unibail-Rodamco and a newly created Dutch REIT to
become stapled entities
Upon
the closing of the Transaction, Unibail-Rodamco shareholders and
Westfield securityholders will hold Unibail-Rodamco stapled
securities, each comprising one Unibail-Rodamco share and one share
in a newly formed Dutch company ("Newco"), which will hold
Westfield's US operations[23] and will
become a Dutch REIT (fiscale
beleggingsinstelling).
Newco
will have two classes of shares. The ordinary class A shares will
be held by current Unibail-Rodamco shareholders (received as a
distribution on their Unibail-Rodamco shares) and Westfield
securityholders (received as part of the Transaction consideration,
along with Unibail-Rodamco shares and cash). Each Newco ordinary
class A share will be simultaneously stapled to one Unibail-Rodamco
share and will only be tradable as one single security. The class B
shares will be held by Unibail-Rodamco and will represent a 40%
stake in Newco.
Newco
will also oversee future investments in the Netherlands. Christophe
Cuvillier and Jaap Tonckens will be members of the Supervisory
Board of Newco, chaired by Christophe Cuvillier.
Following the completion of the Transaction, Unibail-Rodamco
stapled securities will be listed on Euronext Amsterdam (market of
reference) and Paris. Unibail-Rodamco will also establish a
secondary listing on the Australian Securities Exchange to allow
former Westfield securityholders to trade Unibail-Rodamco stapled
securities locally in the form of CDIs. Each Unibail-Rodamco CDI
will be fully exchangeable with one Unibail-Rodamco stapled
security.
Post
Transaction, it is expected that Unibail-Rodamco will benefit from
continued inclusion in CAC40, AEX, Eurostoxx50, SBF120 and EPRA
indices, and, in respect of its ASX listed CDIs, S&P index
inclusion in Australia.
Documentation relating to the Transaction[24] will be
filed with the relevant stock market authorities and will be
subject to their approval.
Holders
of Unibail-Rodamco ORNANEs maturing in 2021 and 2022 will be
consulted prior to closing of the Transaction in connection with
the stapling of the Unibail-Rodamco and Newco shares.
Transaction structure preserves existing REIT
status
The
proposed structure for the Transaction retains the benefit of the
REIT status applicable to Unibail-Rodamco and Westfield in France
(SIIC), the Netherlands (FBI), the UK (REIT) and the US (REIT) so
as to preserve the current tax situation of both Westfield and
Unibail-Rodamco securityholders and reflect the geography of the
Group's assets.
Westfield expects that a portion of the Scrip Consideration that
Australian securityholders of Westfield receive in the Transaction
will be eligible for capital gains tax roll-over relief. Westfield
has discussed this aspect of the proposal with the Australian
Taxation Office (ATO) and will work with the ATO to obtain a class
ruling for the benefit of Australian securityholders that confirms
the treatment of the cash and share component of the offer. This
treatment will be described in the explanatory memoranda expected
to be sent to securityholders in Q2-2018.
Conditions to the Transaction
The
Transaction is subject to customary conditions which are described
in the Implementation Agreement, including the receipt of certain
regulatory approvals, the approval of Unibail-Rodamco's
shareholders and Westfield's securityholders, Australian court
approval for the proposed Schemes, and admission of the
Unibail-Rodamco stapled security to trading on Euronext and the
ASX. The Transaction is also subject to the conclusion of
Unibail-Rodamco's works council consultation process.
Further process and indicative timetable
Following the execution of the Implementation Agreement between the
parties and today's announcement, Unibail-Rodamco intends to
commence its works council consultation process immediately.
Unibail-Rodamco and Westfield expect to issue explanatory memoranda
to their respective shareholders and securityholders and convene
shareholder and securityholder meetings in Q2-2018. The Transaction
is expected to complete in Q2-2018.
Indicative timetable is as follows:
-
Signing of the Implementation Agreement:
December 12, 2017
-
Consultation of Unibail-Rodamco's works council:
Q1-2018
-
Receipt of regulatory approvals and satisfaction
of other customary closing conditions: Q2-2018
-
Notice of meeting and information dispatched to
Unibail-Rodamco shareholders and Westfield securityholders:
Q2-2018
-
Unibail-Rodamco shareholder and Westfield
securityholder meetings and Australian court approval:
Q2-2018
-
Closing: Q2-2018.
The
Implementation Agreement is available on Unibail-Rodamco's
website.
Financial, legal and tax advisors to
Unibail-Rodamco
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.
Financial, legal and tax advisors to
Westfield
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 investor and analyst
events
Investor and analyst conference
-
9.00am CET on December 12, 2017
-
7, place du Chancelier Adenauer 75116 Paris -
France.
The
conference will be accessible via live video webcast on the
Unibail-Rodamco's website.
Dial in
details:
-
Australia:
+61 291011926
-
France (EN):
+33 172727403
-
France (FR):
+33 170710159
-
Netherlands:
+31 207095119
-
United
Kingdom:
+44 2071943759
-
United States:
+1 8442860643
Code :
67634765#
For further information, please contact:
Unibail-Rodamco
Investor
Relations
Paul Douay
D: +33 1 76 77 58 02
paul.douay@unibail-rodamco.com
Westfield
Investor
Relations
Josh Itzkowic
D: +61 293587011 |
|
JItzkowic@westfield.com
Media
Relations
Caroline Bruel
D: +33 1 53 43 57 94
caroline.bruel@unibail-rodamco.com
Media
Relations
Anita Sulentic
M: + 61 404 045 049
D: +61 2 9358 7997
asulentic@westfield.com
Brunswick (international
media):
France:
Jérôme Biscay
M: +33 6 09 94 79 88
D: +33 1 53 96 83 88
Aurélia de Lapeyrouse
M: +33 6 21 06 40 33
D: +33 1 53 96 83 72 |
UK:
Nina Coad
M: +44 7974 982 558
D: +44 207 396 3558
Emily Trapnell
D: +44 207 936 7423
M:+44 7823 527137 |
US:
Arif Shah
M: +1 646 404 4875
D: +1 646 289 8791 |
Image 7 (French
media):
Myriam
Lévy
M: +33 6 80 34 99 66
D: +33 1 53 70 74 51 |
Anne-France Malrieu
M: +33 6 89 87 61 18
D: +33 1 53 70 74 66 |
Domestique (Australian
media)
Jim
Kelly
M: +61 412 549 083
D: +61 2 9119 3352 |
Lauren
Thompson
M: +61 438 954 729
D: +61 2 9119 3078 |
About Unibail-Rodamco
Created
in 1968, Unibail-Rodamco SE is Europe's largest listed commercial
property company, with a presence in 11 EU countries, and a
portfolio of assets valued[25] at €42.5
billion as of June 30, 2017. As an integrated operator, investor
and developer, the Group aims to cover the whole of the real estate
value creation chain. With the support of its 2,000 professionals,
Unibail-Rodamco applies those skills to highly specialised market
segments such as large shopping centres in major European cities
and large offices and convention & exhibition centres in the
Paris region.
Unibail-Rodamco owns and operates 69 shopping centres, of which 56
attract more than 6 million visits per annum. These shopping
centres are located in the largest and wealthiest cities in Europe,
such as Paris, Madrid, Stockholm, Amsterdam, Munich, Vienna, Warsaw
and Prague.
In
addition to its standing assets, Unibail-Rodamco has €8.1 billion
of development projects[26] as of June
30, 2017. This pipeline includes iconic world-class retail projects
such as Mall of Europe in Brussels and Überseequartier in
Hamburg.
The
Group distinguishes itself through its focus on the highest
architectural, city planning and environmental standards. Its long
term approach and sustainable vision focuses on the development or
redevelopment of outstanding places to shop, work and relax. Its
commitment to environmental, economic and social sustainability has
been recognised by inclusion in the FTSE4Good and STOXX Global ESG
Leaders indexes.
The
Group is a member of the CAC 40, AEX 25 and EuroSTOXX 50 indices.
It benefits from an A rating from Standard & Poor's and Fitch
Ratings.
For
more information, please visit our website:
www.unibail-rodamco.com
About Westfield
Westfield Corporation (ASX Code: WFD) is an internally managed,
vertically integrated, shopping centre group undertaking ownership,
development, design, construction, funds/asset management, property
management, leasing and marketing activities and employing
approximately 2,000 staff worldwide. Westfield Corporation has
interests in 35 shopping centres in the United States, and the
United Kingdom, encompassing approximately 6,400 retail outlets and
total assets under management of US$32 billion[27].
IMPORTANT NOTICE
By
reading the following release, you further agree to be bound by the
following limitations and qualifications:
This
press release is for informational purposes only and is not
intended to and does not constitute an offer or invitation to sell
or solicitation of an offer to subscribe for or buy, or an
invitation to purchase or subscribe for, any securities, any part
of the business or assets described herein, or any other interests
or the solicitation of any vote or approval in any jurisdiction in
connection with the proposed Transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This press release
should not be construed in any manner as a recommendation to any
reader of this press release.
This
press release is not a prospectus, product disclosure statement or
other offering document for the purposes of Directive 2003/71/EC
(and any amendments thereto) and under French, Dutch or Australian
law and will not be lodged with the Australian Securities and
Investments Commission. The information in this press release does
not purport contain all the information that a prospective investor
or security holder in Unibail-Rodamco or Westfield may require in
evaluating the Transaction or a possible investment in
Unibail-Rodamco or Westfield or that would be required to be
included in a prospectus or product disclosure statement prepared
in accordance with the requirements of Directive 2003/71/EC (and
any amendments thereto), French, Dutch and Australian law.
This
press release and the information contained herein are not an offer
of securities for sale in the United States or to U.S. persons. Any
securities referred to herein have not been and will not be
registered under the Securities Act, or any U.S. state securities
laws, and may not be offered or sold in the United States or to, or
for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
By
viewing this press release, you agree to and acknowledge the above.
Any failure to comply with these restrictions may constitute a
violation of applicable securities laws.
This
press release includes only summary information and does not
purport to be comprehensive. The information contained in this
press release has not been independently verified. No
representation, warranty or undertaking, express or implied, is
made as to, and no reliance should be placed upon, the quality,
fairness, accuracy, completeness or correctness of the information
or opinions contained in this press release or as to the
reasonableness of any assumptions contained herein or any other
information made available (whether in writing or orally) to the
recipient and Unibail-Rodamco and Westfield, their respective
affiliates, directors, officers, advisors, employees,
representatives or advisors, expressly disclaim any and all
liability based, in whole or in part, on such information, errors
therein or omissions therefrom.
FORWARD LOOKING STATEMENTS
This
press release contains certain statements that are forward-looking
relating to Unibail-Rodamco and Westfield and their combined
businesses, management's business strategies, expansion and growth
of operations, future events, trends or objectives and
expectations, which do not refer to historical facts but refer to
expectations based on management's current views and assumptions
and involve known and unknown risks, contingencies and
uncertainties that could cause actual results, performance or
events to differ materially from those explicitly or implicitly
included in such statements.
Forward-looking statements generally will be accompanied by words
such as "anticipate," "believe," "plan," "could," "estimate,"
"expect," "forecast," "guidance," "intend," "may," "possible,"
"potential," "predict," "project" or other similar words, phrases
or expressions. Many of these risks and uncertainties relate to
factors that are beyond Unibail-Rodamco's or Westfield's control.
Therefore, investors and securityholders should not place undue
reliance on such statements.
These
statements or disclosures may discuss goals, intentions and
expectations as to future trends, plans, events, results of
operations or financial conditions, or state other information
relating to Unibail-Rodamco and Westfield and their combined
businesses, based on current beliefs of management as well as
assumptions made by, and information currently available to,
management.
Unibail-Rodamco and Westfield, their respective affiliates,
directors, advisors, employees and representatives, expressly
disclaim any liability whatsoever for such forward-looking
statements.
Factors
that could cause actual results to differ materially from those in
the forward-looking statements include, but are not limited to:
uncertainties related in particular to the economic, financial,
competitive, tax or regulatory environment; the ability to obtain
the approval of the Transaction by securityholders; failure to
satisfy other closing conditions with respect to the Transaction on
the proposed terms and timeframe; the possibility that the
Transaction does not close when expected or at all; the risks that
the new businesses will not be integrated successfully or that the
Group will not realize estimated cost savings and synergies;
Unibail-Rodamco's or Westfield's ability to successfully implement
and complete its plans and strategies and to meet its targets; the
benefits from Unibail-Rodamco's or Westfield's (and their combined
businesses) plans and strategies being less than anticipated; and
the risks described in Unibail-Rodamco's registration document
(document de référence) filed with the Autorité des marchés
financiers (French securities regulator), which are also available
in English on Unibail-Rodamco's website
(http://www.unibail-rodamco.com). The foregoing list of factors is
not exhaustive.
Forward-looking statements speak only as of the date they are made.
Unibail-Rodamco and Westfield do not assume any obligation to
update any public information or forward-looking statement in this
communication to reflect new information, future events or
circumstances or for any other reason after the date of this
communication, except as may be required by applicable laws, and
any opinion expressed in this press release is subject to change
without notice. Unibail-Rodamco and Westfield shall not have any
obligation to correct any inaccuracies therein or omissions
therefrom which may become apparent.
This press release includes some information on specific
transactions that shall be considered as projects only and remain
subject to certain approvals and other conditions, including the
prior information and consultation of Unibail-Rodamco's employee
representative bodies.
All
statements and other information about or related to earnings, or
net asset, accretion or synergies consequent upon the Transaction
are the responsibility of Unibail-Rodamco. Westfield takes no
responsibility and disclaims all liability for such statements or
other information.
The
distribution of this press release may be subject to legal or
regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform itself,
himself or herself of and comply with any such restrictions.
Investors are strongly advised to read, if and when they become
available, information materials relating to the Transaction as
they will contain important information.
[1]
In the absence of a Superior Proposal and subject
to an Independent Expert concluding that the Transaction is in the
best interests of Westfield securityholders.
[2]
Comprising Unibail-Rodamco shares and shares in a
new Dutch REIT (Real Estate Investment Trust) to be formed which,
at closing, will be stapled together and will trade as a single
security. Refer to structure details below.
[3]
Based on Unibail-Rodamco's
closing share price of €224.10 on December 11, 2017 and
exchange rates of €1 = US$1.1801 and US$1 =
AU$1.3266 as at December 11, 2017 (Source:
Bloomberg).
[4]
Enterprise value stated on a proportionate basis. Based on Unibail-Rodamco's closing
share price on December 11, 2017 and assumes 2,100,692,636
Westfield securities on issue (fully diluted).
[5]
Westfield GMV figures based on net market value as
of June 30, 2017, and Unibail-Rodamco's estimates for transfer
taxes and other adjustments from net to gross market value. Unless
otherwise stated, all GMV figures in this statement are quoted on a
proportionate basis: €43.0 billion for Unibail-Rodamco and €18.1
billion for Westfield. Including 100% of the assets fully
consolidated and share of assets accounted for under equity
method.
[6]
As at June 30, 2017, adjusted for disposals and
new centre openings in H2-2017.
[7]
Proportionate total investment cost as of June 30,
2017, adjusted for new centre openings in H2-2017. Westfield
figures based on Unibail-Rodamco's definition of total investment
cost.
[8]
Source: Unibail-Rodamco.
[9]
Source: Unibail-Rodamco: accretion reflects
impact of expected run-rate synergies.
[10]
Consolidated LTV as per Unibail-Rodamco's
definition as at June 30, 2017 on a pro forma basis. Assuming issuance of c.€2 billion of deeply subordinated
hybrid securities as part of the take out of the acquisition bridge
facility. Pro forma proportionate LTV would be 41%.
[11]
Source: Unibail-Rodamco.
[12]
Based on Unibail-Rodamco's share price of €224.10
as at December 11, 2017 and approximately 138.6 million
Unibail-Rodamco securities on issue post Transaction.
[13]
Through CHESS Depositary Interests (CDIs) to be
listed on the Australian Securities Exchange.
[14]
Stapled securities to comprise Unibail-Rodamco
shares and shares in a new Dutch REIT to be formed by
Unibail-Rodamco, which, at closing, will be stapled together and
will trade as a single security. Refer to structure details
below.
[15]
Based on Unibail-Rodamco's closing share price of
€224.10 on December 11, 2017 and exchange
rates of €1 = US$1.1801 and US$1 = AU$1.3266 as at December 11, 2017 (Source: Bloomberg).
[16]
Refer to footnote 15.
[17]
Comprising Unibail-Rodamco shares and shares in a
new Dutch REIT to be formed by Unibail-Rodamco, which, at closing,
will be stapled together and will trade as a single security. Refer
to structure details below.
[18]
Refer to footnote 17.
[19]
Based on 100% GMV for each shopping
centre.
[20]
Proportionate total investment cost as of June 30,
2017, adjusted for new centre openings in H2 2017. Westfield
figures based on Unibail-Rodamco's definition of total investment
cost.
[21]
Proportionate net rental income based on
Unibail-Rodamco's definition of net rental income, i.e. net of
lease incentive amortisation.
[23]
As well as some select Dutch assets.
[24]
Including a prospectus (document E) relating to the issuance and listing of Unibail-Rodamco
shares as Scrip Consideration and a prospectus relating to the
listing of Unibail-Rodamco's stapled securities.
[25]
Consolidated gross market value.
[26]
Consolidated figures.
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The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: UNIBAIL-RODAMCO SE via Globenewswire