Federation Centres specialises in the ownership and management of shopping centre, with $7.3 billion of shopping centres under management, while Novion has $14.9 billion in retail assets under management, including 27 directly owned retail assets in Australia.
Steven Sewell, CEO of Federation, will become CEO of the merged group, with Novion CEO and MD, Angus McNaughton, and deputy CEO and CIO of Novion, Michael Gorman, to step down from their positions.
A new name will also be introduced as part of the merger process.
The merger creates synergies for the two, with benefits to include an increase portfolio; cost savings, improved growth opportunities; asset, geographic, and tenant diversification; and significant earnings and distribution accretion for each group.
The transaction is subject to approval by Novion security holders, and on implementation will see each Novion security exchanged for 0.8225 Federation securities – giving Novion securities a value of $2.55 each. Based on the exchange ratio, existing Novion security holders will own 64 per cent of the merged group and existing Federation security holders will own approximately 36 per cent.
Peter Hay, a Novion independent non-executive director will become chairman of the merged group, with current Novion chairman, Richard Haddock to continue as a director. Dr Bob Edgar, chairman of Federation, will step down from his role as a director.
The Gandel Group, which will have a 13.8 per cent direct interest in the group and will be co-owner of its largest asset, Chadstone Shopping Centre will retain two board representatives.
“I am excited about the opportunity to lead the merged group,” said Sewell.
“The merger brings together two high quality management teams, creating an industry leading executive team with expert skills in managing the full spectrum of retail assets. In addition, the complementary platforms will provide both Novion and Federation security holders with a well balanced exposure to the major retail categories and across discretionary and non-discretionary spending,” he said.