Brookfield Property Partners Successful in Tender Offer
Takes up Majority of Minority Common Shares of Brookfield Office
Properties and Announces Plan to Complete Privatization
Extended Offer Expires Monday, March 31, 2014 at 5:00 PM
(Eastern Time)
HAMILTON, BERMUDA--(Marketwired - Mar 20, 2014) - US$ unless
otherwise specified. Brookfield Property Partners L.P. (NYSE: BPY)
(TSX: BPY.UN) ("Brookfield Property Partners" or "BPY") and its
indirect subsidiaries Brookfield Office Properties Exchange LP and
Brookfield Property Split Corp. (collectively with Brookfield
Property Partners, the "Offerors") today announced that the
Offerors have taken up 203,597,640 common shares of Brookfield
Office Properties Inc. (NYSE: BPO) (TSX: BPO) ("BPO") pursuant to
their offer (the "Offer") to acquire the common shares of BPO for
consideration per BPO common share of either 1.0 limited
partnership unit of Brookfield Property Partners or $20.34 in cash,
subject in each case to pro-ration based on a maximum number of BPY
limited partnership units and maximum cash consideration equating
to 67% and 33%, respectively, of the total number of BPO common
shares subject to the Offer.
"Brookfield Property Partners received over 200 million shares
today under its Offer and will take up and pay for those shares.
Based on the tender results, BPY will be able to ensure a majority
of the minority vote at a shareholders meeting," said Ric Clark,
chief executive officer of Brookfield Property Group. "As a result,
BPY today confirms that, upon completion of the Offer, the Offerors
will be pursuing a second stage transaction with BPO to acquire the
remaining BPO common shares, which will proceed by way of a plan of
arrangement under Canadian corporate law. BPO shareholders will be
offered the same consideration under such transaction as was
offered under the Offer, subject to pro-ration. BPO has delayed its
annual meeting of shareholders, originally scheduled for April 24,
2014, to facilitate shareholder approval of such a transaction. It
is currently anticipated that the shareholder meeting to approve
the second stage transaction will take place no later than June.
Further information will be communicated in the near future. In
accordance with previously communicated intentions, the Offer is
being extended until March 31, 2014 for any shareholders who wish
to tender to the Offer prior to the privatization."
The common shares taken up represent 73.25% of the common shares
held by BPO shareholders independent of Brookfield Property
Partners. Brookfield Property Partners will now own, directly or
indirectly, 452,960,201 common shares of BPO, representing 85.9% of
the issued and outstanding common shares (on a fully-diluted
basis).
Of the 203,597,640 common shares of BPO taken up, 137,043,010
were tendered for cash and 66,554,630 were tendered for limited
partnership units. As BPO shareholders have elected to receive more
cash than is available under the Offer at initial take-up, BPO
shareholders will receive 49.03% of the aggregate cash they elected
to receive, and will receive the balance of their consideration in
BPY limited partnership units (or exchangeable limited partnership
units if elected) (valuing each limited partnership unit at
$20.34). Shareholders electing to receive BPY limited partnership
units (or exchangeable limited partnership units) will receive one
limited partnership unit for each BPO common share tendered. After
adjusting for pro-ration, 67,192,249 common shares will be
exchanged for cash and 136,405,391 common shares will be exchanged
for limited partnership units.
Shareholders of BPO who hold BPO common shares through a broker
will receive their consideration through such broker, while
shareholders holding in registered form will receive their
consideration directly from the depositary. Shareholders should
receive their consideration during the week of March 24, 2014. Any
shareholders who tender during the extension period will receive
their consideration in early April. Shareholders can expect to
receive their consideration under the second stage transaction
(which will be the same as the consideration in the Offer) before
the end of June 2014.
How to Tender Shares to the Offer
BPO common shareholders are urged to tender their common shares
to the Offer before it expires at 5:00 p.m. (Eastern time) on March
31, 2014. BPO shareholders can tender by following the instructions
provided in the take-over bid circular dated February 11, 2014. BPY
has filed a Registration Statement on Form F-4, a Transaction
Statement on Schedule 13e-3 and a Tender Offer Statement on
Schedule 14D1-F (collectively, with the accompanying letter of
transmittal and related documents, the "Exchange Offer Documents")
with the Securities and Exchange Commission (the "SEC") in
connection with the Offer. The Registration Statement was declared
effective on February 11, 2014, and the offer materials were mailed
to BPO shareholders on February 12, 2014. This communication is for
informational purposes only and does not constitute an offer to
exchange, or a solicitation of an offer to exchange, any
securities, nor is it a substitute for the Exchange Offer
Documents. The Offer is being made only through the Exchange Offer
Documents. The Information Agent for the Offer is CST Phoenix
Advisors, toll free phone at 1- 866-822-1245 or
by email at inquiries@phoenixadvisorscst.com. The Depositary for
the Offer is CST Trust Company, P.O. Box 1036, Adelaide Street
Postal Station, Toronto, ON M5C 2K4. The Exchange Offer Documents
may be obtained without charge by directing a request by mail to
CST Trust Company or by calling toll-free at 1-800-387-0825 or
416-682-3860.
The Exchange Offer Documents, as well as other filings
containing information about Brookfield Property Partners, BPO and
the Offer, may also be obtained without charge at the SEC's web
site at www.sec.gov, at the Canadian securities regulatory
authorities' web site at www.sedar.com and from Brookfield Property
Partners. These documents will also be available for inspection and
copying at the public reference room maintained by the SEC at 100 F
Street, N.E., Washington, D.C. 20549, US. For further information
about the public reference room, call the SEC at 1-800-732-0330.
SECURITY HOLDERS AND INVESTORS ARE URGED TO READ ANY SUCH DOCUMENTS
CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of Canadian provincial securities laws and applicable
regulations. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or
conditions, include statements regarding our operations, business,
financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing
objectives, strategies and outlook, as well as the outlook for
North American and international economies for the current fiscal
year and subsequent periods, and include words such as "expects,"
"anticipates," "plans," "believes," "estimates," "seeks,"
"intends," "targets," "projects," "forecasts," "likely," or
negative versions thereof and other similar expressions, or future
or conditional verbs such as "may," "will," "should," "would" and
"could."
Although we believe that our anticipated future results,
performance or achievements expressed or implied by the
forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not
place undue reliance on forward-looking statements and information
because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond our control, which may
cause our actual results, performance or achievements to differ
materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking statements
and information.
Factors that could cause actual results to differ materially
from those contemplated or implied by forward-looking statements
include, but are not limited to: BPO shareholders who would like to
exchange their shares for limited partnership units of Brookfield
Property Partners may receive cash in lieu of up to 33% of their
shares; BPO shareholders who would like to exchange their shares
for cash may receive limited partnership units of Brookfield
Property Partners in lieu of up to 67% of their shares; problems
may arise in successfully integrating the business of Brookfield
Property Partners and BPO; we may not realize the anticipated
synergies and other benefits following the Offer; the Offer may
involve unexpected costs; the business of Brookfield Property
Partners and BPO may suffer as a result of uncertainty surrounding
the offer; risks incidental to the ownership and operation of real
estate properties including local real estate conditions; the
impact or unanticipated impact of general economic, political and
market factors in the countries in which we do business; the
ability to enter into new leases or renew leases on favourable
terms; business competition; dependence on tenants' financial
condition; the use of debt to finance our business; the behavior of
financial markets, including fluctuations in interest and foreign
exchanges rates; uncertainties of real estate development or
redevelopment; global equity and capital markets and the
availability of equity and debt financing and refinancing within
these markets; risks relating to our insurance coverage; the
possible impact of international conflicts and other developments
including terrorist acts; potential environmental liabilities;
changes in tax laws and other tax related risks; dependence on
management personnel; illiquidity of investments; the ability to
complete and effectively integrate acquisitions into existing
operations and the ability to attain expected benefits therefrom;
operational and reputational risks; catastrophic events, such as
earthquakes and hurricanes; and other risks and factors detailed
from time to time in our documents filed with the securities
regulators in Canada and the United States.
We caution that the foregoing list of important factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements or information, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Except as required by law, we
undertake no obligation to publicly update or revise any
forward-looking statements or information, whether written or oral,
that may be as a result of new information, future events or
otherwise.
Brookfield Property Partners is a commercial real
estate owner, operator and investor operating globally. Our
diversified portfolio includes interests in over 300 office and
retail properties encompassing approximately 250 million square
feet. In addition, we have interests in over 25,500 multi-family
units, 68 million square feet of industrial space and a 19 million
square foot office development pipeline. Our goal is to be the
leading global investor in best in class commercial property
assets. For more information, please visit
www.brookfieldpropertypartners.com.
Contact: Melissa Coley Vice President, Investor
Relations & Communications Tel: 212-417-7215 Email:
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