Unibail-Rodamco SE, Europe’s largest commercial landlord, agreed to buy Australia’s Westfield Corp. for about A$21 billion ($15.8 billion) in the biggest property acquisition since 2013 as declining store sales push mall operators worldwide to merge.
The Paris-based company offered a combination of cash and stock, valuing Westfield at A$10.01 per share, or about 18 percent more than Monday’s closing price, according to a statement Tuesday. The offer has been unanimously recommended by Westfield’s board.
Unibail is mounting the biggest takeover of a company in the Asia-Pacific region this year — and the largest ever in Australia — as mall owners seek to contend with relentless pressure from online commerce. Shares of such companies have been hit hard and store closures are accelerating, pressuring landlords to fill empty space and reinvent shopping centers.
Founded by billionaire Frank Lowy, Westfield began in 1959 with one shopping mall in the outer suburbs of Sydney and has grown to become one of the world’s largest shopping center owners and managers. Westfield owns and operates 35 malls in the U.S. and U.K. valued at $32 billion, according to its website.
Westfield’s properties include the Shepherd’s Bush shopping center in London and the retail space in New York’s World Trade Center. It gets almost 70 percent of its $1.8 billion annual revenue in the U.S., where companies are trying to re-purpose struggling brick-and-mortar shopping centers.
“Assets I’ve spent my life building, I could not imagine a better home for them than in this new company,” Frank Lowy said via a webcast from London. Lowy will chair a newly created advisory board, and the Lowy family will maintain a substantial investment in the group, according to the statement.
The latest transaction is the largest since Lehman Brothers Holdings Inc. sold an apartment owner to a consortium led by Equity Residential for more than $16 billion, a deal that was completed in 2013.
The transaction implies an enterprise value of $24.7 billion, according to the statement. Unibail offered 0.01844 of its shares plus $2.67 in cash for each Westfield security, representing a 65 percent stock to 35 percent cash split, according to the statement.
Unibail-Rodamco has been selling smaller and less dominant assets in its European retail portfolio and reinvesting the proceeds in its development pipeline which includes larger malls which are expected to be more resilient to the growth of online shopping. The company has 8.1 billion euros ($9.5 billion) of planned projects, according to its website. The company was preparing to sell a pair of shopping centers in the Netherlands for $660 million, Bloomberg reported in September.
Shares of Westfield have declined 9.4 percent this year, headed for their worst performance since 2011. The shares were suspended Tuesday ahead of the announcement. Unibail-Rodamco shares have fallen 1.2 percent.
In other signs of consolidation in the industry, Brookfield Asset Management Inc. is seeking to buy the portion of mall owner GGP Inc. it doesn’t already own. New York-based hedge fund Third Point is pushing for change at Macerich Co., including a possible sale, after building a stake in the real estate investment trust, people familiar with the matter said last month. Simon Property Group Inc., the biggest U.S. mall owner, has fallen 8.7 percent this year. Even after getting a boost from Brookfield’s interest, GGP shares are down 6.4 percent since the beginning of the year.
U.K.’s biggest publicly traded mall owners are also combining forces. Hammerson Plc this month agreed to buy its smaller competitor, Intu Properties Plc, in a deal that values the latter at about 3.4 billion pounds ($4.6 billion).
— With assistance by Timothy Sifert