Westfield Corp Ltd (ASX: WFD) has unanimously recommended shareholders accept Unibail-Rodamco SE's US$24.7 billion takeover bid, consisting of a cash and scrip offer. The proposed transaction values each Westfield share at A$10.01, a 17.8% premium to the last closing price of A$8.50.
For each Westfield share, investors would receive 0.01844 Unibail-Rodamco shares under an ASX CHESS Depository Interest (CDI) listing and US$2.67 in cash.
The combined businesses would have a gross market value of US$72.2 billion, with 104 shopping centres spread across 13 countries.
Westfield Chairman Sir Frank Lowy AC stated the transaction is "highly compelling for Westfield's security holders and Unibail-Rodamco's shareholders alike." The Lowy family has agreed not to sell its Westfield interest during the period of the transaction and will vote in favour of the proposed offer.
Additionally, Westfield's retail technology platform is set to be spun-off to eligible shareholders prior to the transaction closing, under the moniker OneMarket, formerly Westfield Retail Solutions. 90% of OneMarket will list on the ASX, with 10% retained by the new group.
Westfield has stated it always believed OneMarket would be separated at the appropriate time, although the Westfield sale is not conditional on a successful spin-off.
Steven Lowy is set to chair the OneMarket board, and the combined group intends to enter into a commercial arrangement for OneMarket's services.
The takeover offer comes as Westfield shares have fallen almost 10% in 2017, despite the company's portfolio of flagship shopping centres showing recent signs of strength amid soft retailing conditions.
Foolish takeaway
At first glance, the proposal appears a good deal for Westfield investors; receiving a cash pay-out as well as maintaining an interest in what would be a global leader in premium shopping centres.
