Darrois Villey Maillot Brochier advises Unibail-Rodamco on its acquisition of Westfield Corporation

Darrois Villey Maillot Brochier is the lead legal adviser of Unibail-Rodamco on its acquisition of Westfield Corporation, creating the world’s premier developer and operator of flagship shopping destinations with €61.1 billion (US$72.2 billion) of gross market value, with the new Group’s stapled securities listed on the Euronext Paris and Amsterdam.

The transaction implies an enterprise value for Westfield of US$24.7 billion. Upon the closing of the Transaction, Unibail-Rodamco shareholders and Westfield securityholders will hold Unibail-Rodamco stapled securities, each comprising one Unibail-Rodamco share and one share in a newly formed Dutch company, which will hold Westfield’s US operations and selected Dutch property assets. The Group will rely on the French, US and Dutch REIT regimes.

This transaction is subject to customary conditions described in the implementation agreement, including the approval of Unibail-Rodamco’s shareholders and Westfield’s securityholders, Australian court approval for the proposed schemes of arrangement, and admission of the Unibail-Rodamco stapled security to trading on Euronext and of related CDI on ASX. The transaction is also subject to the conclusion of Unibail-Rodamco’s works council consultation process.

The DVMB team includes Marcus Billam and Hugo Diener (partners), Christopher Grey (senior associate), Ioana Nicolas (associate), Christophe-Marc Juvanon (associate), Olivia Goudal (associate) and Martin Lodéon (associate) on corporate and M&A aspects, together with Laurent Gautier (partner) and Romain Querenet de Breville (associate) advising on French securities law and Ben Burman (partner) advising on US securities law, Igor Simic (partner) and Elise Maillot (associate) advising on competition law aspects, with Martin Lebeuf (partner) and Martin Grange (associate) advising on financing aspects.

DVMB is lead legal advisor on the transaction alongside Allens on Australian law aspects (team led by Guy Alexander (partner), Charles Ashton (managing associate) and Andrew Wong (counsel), with NautaDutilh advising on Dutch corporate law aspects (team led by Leo Groothuis (partner) and Stefan Wissing (associate)).

Lacourte Raquin Tatar act as lead tax advisor on the structuring of the transaction (team led by Jean-Yves Charriau and David Sorel (partners), also comprising Florian Louvet and Guillaume Cousin (associates)), with Loyens & Loeff (Marc Klerks (partner) and Ingrid Hijdra (associate)) advising on Dutch tax aspects and Allen & Overy (James Burton (partner)) on UK tax aspects.

Unibail-Rodamco is also advised by Clifford Chance on financing, Shearman & Sterling on US law aspects, employment benefits and other due diligence aspects, and by Capstan on French employment law.

Westfield is advised by King & Wood Mallesons, Skadden Arps Slate Meagher & Flom, Debevoise & Plimpton and Greenberg Traurig.