Exhibit 99(a)(1)(L)
[WESTFIELD AMERICA INC. LOGO]
March 5, 2001
Dear Shareholder:
We are writing to inform you that, on February 14, 2001, Westfield America,
Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Westfield America Management Limited (the "Purchaser"), in its capacity as
responsible entity and trustee of Westfield America Trust. Pursuant to the
Merger Agreement, the Purchaser has today commenced a cash tender offer for all
of the outstanding shares of Westfield America common stock not owned by the
Purchaser and certain of its affiliates, at a price of $16.25 per share, to the
seller in cash, subject to the terms and conditions of the Offer to Purchase
accompanying this letter. The Merger Agreement provides that, following the
tender offer, a newly formed subsidiary of the Purchaser will merge with
Westfield America and any remaining shares of Westfield America's common stock
(other than those owned by the Purchaser and certain of its affiliates and
shareholders who exercise appraisal rights under Missouri law) will be converted
into the right to receive the same price paid in the tender offer.
At a meeting on February 14, 2001, we accepted the unanimous recommendation
of a Special Committee of independent directors and unanimously (i) determined
that the Merger Agreement and the transactions contemplated by the Merger
Agreement, including the tender offer and the merger, are fair to, and in the
best interests of, the Westfield America shareholders, (ii) approved, adopted
and declared advisable the Merger Agreement and (iii) resolved to recommend that
Westfield America shareholders accept the tender offer and tender their shares
of Westfield America common stock pursuant to the tender offer and, if
applicable, approve and adopt the Merger Agreement.
In arriving at our recommendation, we gave careful consideration to the
factors described in the enclosed Offer to Purchase and Westfield America's
Solicitation/Recommendation Statement on Schedule 14D-9. Among the factors
considered by us in evaluating the tender offer and the merger was the opinion
dated February 14, 2001, of Xxxxxx Brothers Inc. ("Lehman"), financial advisor
to the Special Committee, to the effect that as of such date and based upon,
subject to certain matters stated in such opinion, the price per share of $16.25
in cash to be received by the Westfield America shareholders pursuant to the
tender offer and the merger, was fair to such shareholders (other than the
Purchaser and certain of its affiliates) from a financial point of view. The
opinion contains a description of the procedures followed, matters considered
and limitation on the review undertaken by Xxxxxx in rendering its opinion. The
written opinion of Xxxxxx is attached as Annex A to the Schedule 14D-9. You
should read the opinion carefully and in its entirety.
Enclosed for your consideration are copies of the Offer to Purchase and
other tender offer materials and Westfield America's Solicitation/Recommendation
Statement on Schedule 14D-9, which are being filed today with the Securities and
Exchange Commission. You should read these documents carefully and in their
entirety.
Sincerely,
BOARD OF DIRECTORS OF WESTFIELD
AMERICA, INC.
