Following the announcement of the transaction in December, Allens is pleased to have advised Unibail-Rodamco on its successful acquisition of Westfield Corporation for an enterprise value of US$24.7 billion (A$32.7 billion).1
One of the largest public M&A deals in Australian corporate history, the acquisition creates the world's premier developer and operator of flagship shopping destinations with a portfolio valued at €62 billion and a development pipeline of €13 billion.
Commenting on the transaction, Head of M&A, Guy Alexander said it was a complex, cross-border transaction with advisory teams working in Australia, the Netherlands, France, the UK and the US.
'The transaction has been a landmark one, and transformational for Unibail-Rodamco and Westfield. It has been extraordinary in its size, legal complexity and intensity; and we are very proud to have been involved in its successful execution on what was an incredibly tight timetable.'
The transaction was implemented through inter-conditional Australian schemes of arrangement. Stapled shares in the new Unibail-Rodamco-Westfield Group were listed on Euronext Paris and Euronext Amsterdam, and as CDIs (CHESS Depositary Interests) on the ASX.
'Working on such a large and complex transaction takes a large team of people and the working relationship with the Unibail and Allens teams has been fantastic. We've also enjoyed working closely with Unibail's other legal advisors including Darrois Villey Maillot Brochier and NautaDutilh' said Guy.
The transaction was ground-breaking in many respects: it represents the first ASX listing of a French entity (in the form of CDIs), the first listing of stapled shares in France in more than 30 years; the first ever listing of stapled French and Dutch entities; and the use of Australian schemes of arrangement to transfer securities in foreign entities.
Allens legal team
Core M&A team: Guy Alexander, Partner; Kate Towey, Partner; Andrew Wong, Mergers & Acquisitions Counsel; and Charles Ashton, Managing Associate.
Corporate: Marc Kemp, Partner; Derek Heath, Consultant; Eve Regnard, Senior Associate; Dannie Hanna, Senior Associate; Virosh Poologasundram, Associate; Jewel Zhu, Lawyer; Max Chapman, Lawyer; and Ellen Trevanion, Law Graduate.
Banking & Finance: Tom Highnam, Partner; and Rod Aldus, Senior Associate.
Tax: Larry Magid, Consultant; Craig Milner, Partner; Tom Tian, Senior Associate; and Elise Ho, Associate
Employment: Veronica Siow, Partner; Sikeli Ratu, Managing Associate; and Tegan Ayling, Associate.
Projects & Development: Chris Clark, Senior Associate.
Litigation: Kim Reid, Partner; Andrew Lazzaro, Senior Associate; and Tarun Bhushan, Law Graduate.
- Based on the closing price of Unibail-Rodamco securities and exchange rates immediately prior to announcement of the transaction.
Notes for editors.
Allens is a commercial law firm working throughout Australia and Asia. Through its integrated alliance with Linklaters it provides clients access to 40 offices in 28 countries around the world.