Unibail-Rodamco SE (ENXTAM:UL) agreed to acquire Westfield Corporation (ASX:WFD) from The Vanguard Group, Inc., Lowy family and others for $15.8 billion on December 12, 2017. Under the transaction terms, Unibail-Rodamco (UL) will acquire Westfield for shares and cash under trust schemes of arrangement. As per the trust schemes of arrangement, Westfield Corporation Limited shares, Westfield America Trust units and WFD Trust Units will be de-stapled and the scheme participants of Westfield America Trust units and WFD Trust Units will transfer their units to entities formed by UL. The acquisition of Westfield Corporation and trust schemes of arrangement are inter-conditional on each other. Westfield America Management Limited is a responsible entity of Westfield America Trust and as responsible entity of WFD Trust. The consideration offered to Westfield’s security holders comprises 0.01844 UL stapled securities (which will trade as one single security) plus $2.67 in cash for each Westfield security. Approximately 38.7 million UL stapled securities will be issued to Westfield security holders to fund the scrip consideration and a total of $5.6 billion will be paid as the cash consideration, resulting in a 65% stock and 35% cash consideration mix. Post transaction, existing UL shareholders will hold approximately 72% of the new group’s stapled securities and Westfield security holders will hold approximately 28% stake. Upon the closing of the transaction, UL shareholders and Westfield security holders will hold UL stapled securities, each comprising one UL share and one share in a newly formed Dutch company which will hold Westfield’s US operations and will become a Dutch REIT. Westfield security holders will be able to elect whether to receive the scrip consideration in UL stapled securities or the new group’s chess depositary interest. In a related transaction, it is proposed that a 90% interest in One Market, Westfield’s retail technology platform, will be spun-off from Westfield into a newly formed ASX listed entity. The cash portion will be refinanced with senior bonds, hybrid debt securities and proceeds from disposals. Deutsche Bank and Goldman Sachs have provided a €6.1 billion ($7.2 billion) committed acquisition financing facility to cover the cash portion of the offer, refinancing requirements at Westfield and UL and transaction costs. In the event of termination, both parties will pay $150 million. Post transaction, Christophe Cuvillier, UL’s Chief Executive Officer will be the Group Chief Executive Officer, Colin Dyer, UL’s Chairman will be the Group Chairman of the supervisory Board and Jaap Tonckens will act as Group Chief Financial Officer. Subject to the transaction being approved by shareholders, Frank Lowy AC will retire as Chairman of Westfield. Petlowyer Lowy and Steven Lowy will retire as Co- Chief Executive Officers of Westfield, Michael Gutman will retire as President and Chief Operating Officer of Westfield and Elliott Rusanow will retire as Chief Financial Officer of Westfield. Peter Lowy and Stephen Lowy, two Westfield Board members will join UL. The Lowy family has entered into a voting agreement under which it has agreed not to sell its interest in Westfield during the period of the transaction, and to vote in favor of the transaction. In addition, UL holds a 4.9% economic interest in Westfield securities. The transaction has been unanimously recommended by Westfield’s Board of Directors and UL’s supervisory Board and by the Lowy family. The transaction is subject to conclusion of UL’s works council consultation process, approval from Foreign Investment Review Board, approval from Australian Competition and Consumer Commission, approval from Australian Taxation Office, approval from Australian Securities and Investments Commission, approval from Autorité des marchés financiers, The Autoriteit financiële markten approval, European Commission approval, Confédération Fiscale Européenne and Belastingdienst approval, government approval, Westfield security holder approval, UL SE shareholder approval, new Unibail shares listing prospectus approval, court approval, obtaining independent expert report, approval by Euronext of the application of Unibail and new Dutch REIT to an admission to listing and trading of the New Unibail stapled securities on Euronext Paris and Euronext Amsterdam. On January 18, 2018, the transaction received the unanimous positive opinion of the UL’s works council. Westfield will hold shareholders meeting on May 24, 2018, to approve the transaction. As of March 28, 2018, Australian Foreign Investment Review Board has approved the transaction. The shareholders meeting of UL and Westfield will be held on May 17, 2018 and May 24, 2018 respectively. Supreme Court of New South Wales has approved the transaction on May 29, 2018. The Supreme Court of New South Wales has also approved the proposed scheme of arrangement for the demerger of OneMarket Limited. The transaction is expected to close in first half of 2018. UL expects the transaction to be accretive to its recurring earnings per share in the first full year, with expected run-rate synergies of €100 million ($118 million) per annum. As of April 12, 2018, the Annual general meeting of UL will be held on May 17, 2018, second court hearing will be on May 29, 2018, scheme effective date is May 30, 2018, and implementation date of the transaction is June 7, 2018. The general meeting of the holders of ORNANE (convertible bonds) was held at the office of UL on April 20, 2018 and was approved by more than 99% of the vote. As of May 17, 2018, deal was approved by the shareholders of UL. Shareholders also approved the appointment of two former Westfield board members, John McFarlane and Peter Lowy, as members of the Supervisory Board, subject to the completion of the transaction, pursuant to which Jean-Louis Laurens and Alec Palmore will resign as members of the UL Supervisory Board and be appointed as members of the combined Supervisory Board. As of May 24, 2018, shareholders of Westfield Corporation have approved the transaction. Deutsche Bank AG (France), Goldman Sachs Paris Inc. et Cie, BARCAP S.A.S. and Citi Capital Partenrs acted as financial advisors to UL. Darrois Villey Maillot Brochier, Allens, NautaDutilh N.V., Cédric Burford, Aline Cardin, Sophie Guilhem-Ducléon, Auriane Bijon, Alexander Tollast and Lou Bernard of Clifford Chance Europe Llp and Capstan Avocats acted as legal advisors for UL. Lacourte Raquin Tatar, Loyens & Loeff N.V. and James Burton and Jennifer Richards of Allen & Overy France acted as legal advisors for UL. Investec Australia Limited is acting as lead financial advisor to Westfield. Jefferies International (Holdings) Limited and UBS Australia Limited acted as financial advisors for Westfield. Jason Watts, Greg Golding, Daniel Natale and Nigel Hunt of King & Wood Mallesons, Australia Branch, Armand Grumberg of Skadden Arps, Slate, Meagher & Flom LLP, Debevoise & Plimpton LLP and Michael Goldberg of Greenberg Traurig, LLP acted as legal advisors for Westfield. Richard Hendricks of Greenwoods & Freehills Pty Limited, Legal Advisory Arm and Herbert Smith Freehills acted as legal advisors for Westfield. Compagnie Financière Lazard Frères SAS acted as financial advisor to UL. Sullivan & Cromwell LLP acted as legal advisor to eutsche Bank AG (France) and Goldman Sachs Paris Inc. et Cie as financial advisers to UL SE. Bank of America Merrill Lynch acted as financial advisor for UL. John A. Marzulli, Jr. and Clare O’Brien, Larry Crouch, Kris Ferranti and Sami Toutounji of Shearman & Sterling LLP acted as legal advisor to UL SE. N M Rothschild & Sons Limited acted as a financial advisor for Westfield. Macquarie Capital (Australia) Limited and Lambert Brown Asset Management Pty Ltd acted as financial advisors to UL. Unibail-Rodamco SE (ENXTAM:UL) completed the acquisition of Westfield Corporation (ASX:WFD) from The Vanguard Group, Inc., Lowy family and others on May 30, 2018. The scheme is scheduled to be implemented on June 7, 2018. Westfield has also lodged with ASIC orders of the supreme court of New South Wales approving the scheme of arrangement under which OneMarket Limited will be demerged from Westfield. The scheme has been implemented on June 7, 2018. The cash consideration under the acquisition scheme has been paid by cheque or electronic funds transfer to each Westfield security holder.