NautaDutilh assisted Unibail-Rodamco SE in its EUR 21 billion (enterprise value) acquisition of Westfield. The business combination under a French SE and a Dutch NV as holding companies, creates a global property leader with a combined asset portfolio valued at over EUR 60 billion (GMV), a pro forma market cap of EUR 31 billion and more than 3,700 employees. The group's portfolio includes 104 shopping centres in 13 countries attracting over 1.2 billion of visits annually. The transaction is expected to complete in H1-2018.
Upon completion, Unibail-Rodamco shareholders and Westfield securityholders will hold stapled securities, each comprising one Unibail-Rodamco share stapled together with a share in a newly formed Dutch REIT (fiscale beleggingsinstelling). The Dutch REIT will acquire Westfield's US operations (via an Australian scheme of arrangement) and certain Dutch assets, and will oversee future investments in the Netherlands.
The stapled securities will trade as one single security on Euronext Amsterdam and Paris, and on the Australian Securities Exchange in the form of CHESS Depositary Interests. The creation of a structure with stapled securities has not been seen in the Dutch market since Fortis (2001) and has only been implemented twice (Fortis and Rothmans).
NautaDutilh worked closely alongside Darrois Villey Maillot Brochier, Allens, Shearman & Sterling and Unibail-Rodamco's other advisors.
Leo Groothuis, lead partner of the NautaDutilh team: "It was a great pleasure working again with Unibail-Rodamco and our co-counsel on this exciting transaction. Designing a transaction structure involving various jurisdictions to satisfy the desires and constraints from a commercial, accounting, financing, legal and tax perspective, required creative thinking and a great team effort. The possibility to combine the Dutch REIT regime with stapling of a Dutch share to a French share and listing of such stapled security on Euronext, is yet another example of the flexibility that Dutch corporate law offers and the resulting attractiveness of the Netherlands for international groups."