MPG Office Trust, Inc. (NYSE: MPG) (“MPG” or the “Company”)
announced today that it has entered into a definitive merger
agreement pursuant to which a newly formed fund controlled by
Brookfield Office Properties Inc. (NYSE: BPO) (“Brookfield”) will
acquire the Company.
Under the terms of the merger agreement, the holders of MPG’s
common shares will receive $3.15 per share in cash at the closing
of the merger. The per share price represents a 21% premium to
MPG’s closing share price of $2.60 on April 24, 2013. In connection
with the merger agreement, Brookfield has entered into a guarantee
with respect to obligations of its affiliates under the merger
agreement. The merger agreement and the transactions contemplated
thereby have been unanimously approved by the Company’s Board of
Directors.
The merger agreement also provides that a subsidiary of
Brookfield will commence a tender offer to purchase, subject to the
offer conditions, all of the Company’s outstanding preferred shares
for $25.00 per share in cash, without interest. Brookfield is
expected to commence the tender offer in early May, and will
distribute offering materials to the Company’s preferred
stockholders which will describe the tender offer. Any preferred
shares that are not tendered will be converted in the merger into
new preferred shares with rights, terms and conditions
substantially identical to the rights, terms and conditions of the
outstanding preferred shares. If more than 66.6% of the outstanding
preferred shares are tendered, then Brookfield will have the right
to convert all of the untendered preferred shares at the price in
cash offered in the tender offer, without interest, but only if
such conversion complies with applicable law and the Company’s
charter in all respects at the time of conversion.
“Following a lengthy and exhaustive search, we have found a
strategic buyer who has the capital and the market presence to
appreciate the potential long-term value of our assets,” said David
Weinstein, President & Chief Executive Officer of MPG. “This
transaction potentially offers both our common and preferred
shareholders a liquidity event that would remain uncertain if the
Company were to continue on as an independent entity.”
The merger is expected to close in the third quarter of 2013.
The completion of the merger transaction is subject to approval of
the Company’s common stockholders, receipt of certain consents from
the Company’s lenders and other customary closing conditions. The
Company will file a proxy statement on Schedule 14A with the
Securities and Exchange Commission, which will describe the
proposed acquisition.
The Eastdil Secured group of Wells Fargo Securities, LLC and
BofA Merrill Lynch served as financial advisors to MPG, and Latham
& Watkins LLP and Venable LLP served as legal advisors to
MPG.
Fried, Frank, Harris, Shriver & Jacobson LLP and Goodwin
Procter LLP served as legal advisors to Brookfield.
About MPG Office Trust, Inc.
MPG Office Trust, Inc. is the largest owner and operator of
Class A office properties in the Los Angeles central business
district. MPG Office Trust, Inc. is a full-service real estate
company with substantial in-house expertise and resources in
property management, leasing, and financing. For more information
on MPG Office Trust, visit our website at www.mpgoffice.com.
About Brookfield Office Properties Inc.
Brookfield Office Properties owns, develops and manages premier
office properties in the United States, Canada, Australia and the
United Kingdom. Its portfolio is comprised of interests in 111
properties totaling 76 million square feet in the downtown cores of
New York, Washington, D.C., Houston, Los Angeles, Denver, Seattle,
Toronto, Calgary, Ottawa, London, Sydney, Melbourne and Perth,
making it the global leader in the ownership and management of
office assets. Landmark properties include Brookfield Places in New
York City, Toronto and Perth, Bank of America Plaza in Los Angeles,
Bankers Hall in Calgary, and Darling Park in Sydney. The company’s
common shares trade on the NYSE and TSX under the symbol BPO. For
more information, visit www.brookfieldofficeproperties.com.
Additional Information and Where to Find It
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed merger
transaction, the Company expects to file a proxy statement with the
Securities and Exchange Commission (“SEC”). The Company also plans
to file other relevant documents with the SEC regarding the
proposed merger transaction. Separately, Brookfield or one of its
affiliates will file tender offer materials with the SEC and the
Company will file a Solicitation/Recommendation Statement with
respect to the tender offer. In addition, an affiliate of
Brookfield may file a registration statement with the SEC relating
to preferred stock of such affiliate that may be issued to holders
of the Company’s preferred stock who do not tender into the tender
offer. The tender offer materials (including an Offer to Purchase,
a related Letter of Transmittal and certain other offer documents)
and the Solicitation/Recommendation Statement, as well as any
related registration statement, will contain important information,
which should be read carefully before any decision is made with
respect to the tender offer. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT, THE TENDER OFFER DOCUMENTS, THE SOLICITATION /
RECOMMENDATION STATEMENT, ANY RELATED REGISTRATION STATEMENT AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the proxy statement, the tender offer
materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents), the
Solicitation/Recommendation Statement, any related registration
statement and other relevant documents filed by the Company with
the SEC at the SEC’s website at www.sec.gov. Copies of the
documents filed by the Company with the SEC will be available free
of charge on the Company’s website at http://www.mpgoffice.com or
by directing a written request to MPG Office Trust, Inc., 355 South
Grand Avenue, Suite 3300, Los Angeles, California 90071, Attention:
Peggy Moretti. Once filed with the SEC, copies of the tender offer
materials and the Solicitation/Recommendation Statement, as well as
any related registration statement, may also be obtained for free
by contacting the Information Agent for the tender offer which will
be named in the tender offer materials.
Forward Looking Statements
In addition to historical information, this press release
contains forward-looking statements within the meaning of Section
27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the U.S. Securities Exchange Act of 1934, as amended. These
forward-looking statements, which are based on current
expectations, estimates and projections about the industry and
markets in which the Company operates and beliefs of and
assumptions made by Company management, involve risks and
uncertainties that could significantly affect the financial results
of the Company. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “projects,” “seeks,” “estimates,” variations
of such words and similar expressions are intended to identify such
forward-looking statements, which generally are not historical in
nature.
Such forward-looking statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving the Company. All statements that address
operating performance, events or developments that are expected or
anticipated to occur in the future, including statements relating
to rent and occupancy growth, general conditions in the geographic
areas where the Company operates and the availability of capital,
are forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although the Company
believes the expectations reflected in any forward-looking
statements are based on reasonable assumptions, there can be no
assurance that such expectations will be attained and therefore,
actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. Some of
the factors that may affect outcomes and results include, but are
not limited to: (i) national, international, regional and local
economic climates, (ii) changes in financial markets, interest
rates, credit spreads, and foreign currency exchange rates, (iii)
changes in the real estate markets, (iv) maintenance of real estate
investment trust status, (v) availability of financing and capital,
(vi) risks associated with the ability to consummate the merger and
the timing of the closing of the merger, and (vii) those additional
risks and factors discussed in reports filed with the SEC by the
Company from time to time. The Company does not undertake any duty
to update and revise statements contained in these materials based
on new information or otherwise.
Participants in the Merger Solicitation
The Company and its directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. You can find information about the Company’s
executive officers and directors in the Company’s Annual Report on
Form 10-K filed with the SEC on March 18, 2013. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and other relevant
documents filed with the SEC if and when they become available. You
may obtain free copies of these documents from the Company using
the sources indicated above.
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