So it’s good-bye to Westfield Corporation as an independent Australian-controlled company after its investors yesterday gave the green light to the $32 billion takeover by the Paris-based Unibail-Rodamco shopping mall, owner – Europe’s largest.
But while the corporate goes, the name will live on on all current Westfield shopping centres offshore and now, on those already owned by Unibail-Rodamco.
In an overwhelming show of support, 97.5% Westefield securityholders voted in favour of the deal in Sydney yesterday, effectively ending Westfield chairman and founder Sir Frank Lowy’s long reign over Australian retailing and real estate.
A 75% “yes” vote was required to endorse the Unibail-Rodamco scheme of arrangement merger. Its shareholders voted 94% in favour of the deal a week ago in Paris.
The merger will create a $US74 billion ($A98.7 billion) portfolio including 102 shopping mall assets, mostly in Europe and the US. Of those, some $US56 billion or 85% were considered “flagship” of what some US investors regard as premium shopping centres with high quality tenants.
“The proposed transaction is the culmination of a strategic journey that Westfield commenced prior to the Global Financial Crisis,” Sir Frank told yesterday’s extraordinary general meeting in Sydney.
“All shareholders in the new group will benefit from economic exposure to a much larger and geographically diverse portfolio than they have today," he said.
Unibail is the largest mall owner and manager in Europe, while Westfield has a large presence in North America, London and Italy. All the shopping centres in the merged group will trade under the Westfield brand.
The Australian and NZ Westfield shopping centres are owned and managed by Scentre Group (which was part of Westfield until the 2014 split) and are not part of the deal.
The deal was a cash and share offer that valued Westfield shares at about $10.01. At the current Westfield share price of $8.82, the equivalent offer price, taking into account exchange rate fluctuations, is about $9 per Westfield share.
Now that the transaction has been approved by Westfield unitholders, the last day of trading in Westfield on the ASX will be Wednesday, May 30. The CHESS Depository Interest (CDIs) will start trading on the ASX on Thursday, May 31 on a deferred settlement basis.
Following the vote yesterday, Sir Frank and Westfield’s co-chief executives Peter and Steven Lowy will resign from Westfield Corp. Unibail-Rodamco will continue with its two-tier board structure which consists of a supervisory board and a management board.
On the supervisory board of Unibail-Rodamco will be two Westfield board members, including Peter Lowy, while a newly created advisory board is to be chaired by Sir Frank. Steven will be the chairman of the newly formed OneMarket business.
"I will be retiring as Chairman of Westfield. Peter Lowy and John McFarlane, two current Westfield directors, will join the supervisory board of Unibail,” Sir Frank said.
