In Spending Spree, Shopping Mall Operator Bets on Westfield

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The Westfield World Trade Center shopping mall inside the Oculus transit center in Lower Manhattan. Credit Richard Perry/The New York Times

LONDON — In the era of online shopping, a European property company is making a nearly $16 billion bet that shoppers will find enduring appeal in New Jersey’s Garden State Plaza and shops in the World Trade Center.

Unibail-Rodamco said on Tuesday that it had agreed to acquire the Westfield Corporation, the Australian owner of the Garden State Plaza and the shopping center at the World Trade Center in Lower Manhattan, for $15.7 billion. The transaction would combine two large operators of shopping malls and give Unibail-Rodamco access to a variety of well-known properties in the United States and Britain. The combined company would hold property valued at about $72.2 billion.

It comes as traditional retailers are feeling pressure from the growth of online shopping and malls are seeing a decline in foot traffic.

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A JC Penney store at the Garden State Plaza in Paramus, N.J., last month. Westfield owns premier shopping centers across the United States. Credit Anne D’Innocenzio/Associated Press

“The acquisition of Westfield is a natural extension of Unibail-Rodamco’s strategy of concentration, differentiation and innovation,” Christophe Cuvillier, the Unibail-Rodamco chief executive, said in a news release. “It adds a number of new attractive retail markets in London and the wealthiest catchment areas in the United States.”

Mr. Cuvillier would be chief executive of the combined company.

Westfield was built by Frank Lowy, the billionaire shopping center tycoon who started with one shopping center outside of Sydney in 1959. It now includes premier shopping malls in California, Connecticut, New York, New Jersey and London, as well as shopping areas at Newark Liberty International Airport in New Jersey and Kennedy International Airport in New York. Westfield is also the developer behind the Century City retail hub on the west side of Los Angeles and a new shopping center adjacent to Linate Airport in Milan that is expected to be completed in 2020.

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Like many in the shopping mall business, Westfield has struggled with the emergence of online retailers like Amazon. The company has focused on marquee properties that can still draw shoppers, rather than regional malls that are more susceptible to online competition. Its shares picked up steam in the second half of this year but are still down by roughly one-fifth since the middle of last year.

Under the terms of the deal, Westfield investors would receive 10.01 Australian dollars, or about $7.50, in cash and stock for each of their shares, representing a nearly 18 percent premium to the company’s closing price on Monday.

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A Westfield shopping center in London in 2008. Traditional retailers are feeling pressure from the growth of online shopping. Credit Toby Melville/Reuters

The transaction is expected to close in the first half of next year.

The combined company would be based in Paris and the Netherlands, with regional headquarters in Los Angeles and London.

Westfield spun off its Australian and New Zealand businesses into a separately listed company in Australia three years ago.

The Lowy family has agreed not to sell its interest in Westfield during the period of the transaction and to vote in favor of the deal in absence of a superior offer, the companies said.

Before the closing of the transaction, Westfield is planning to spin off a 90 percent interest in OneMarket, its retail technology platform, into a newly listed company in Australia. The combined company would own a 10 percent interest in OneMarket.

Deutsche Bank and Goldman Sachs and the law firms Darrois Villey Maillot Brochier; Allens; NautaDutilh; Shearman & Sterling; Clifford Chance Europe; and Capstan Avocats advised Unibail-Rodamco. Westfield was advised by Rothschild, Jefferies and UBS and the law firms King & Wood Mallesons; Skadden Arps, Slate, Meagher & Flom; and Debevoise & Plimpton.

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BUILDING BLOCKS

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SCOUTING REPORT

Westfield Opens at the World Trade Center. Festivities Abound.

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