Closing Date Expected
October 15, 2013
MPG Office Trust, Inc. (NYSE:MPG) and Brookfield
Office Properties Inc. (NYSE:BPO) (TSX:BPO) announced today
that the principal conditions precedent to Brookfield Office
Properties Inc.’s (“BPO”) acquisition of MPG Office
Trust, Inc. (“MPG”), including approval of MPG’s common
stockholders and the receipt of certain consents from MPG’s
lenders, have been satisfied or will be satisfied at the closing.
BPO and certain subsidiaries of Brookfield DTLA Holdings LLC,
a newly formed fund controlled by BPO (the “DTLA Fund”), also
announced today that they are extending their previously announced
cash tender offer to purchase all outstanding shares of preferred
stock of MPG until 6:00 p.m., New York City time, on
Monday, October 14, 2013. Additionally, MPG and BPO also
announced today that they expect to close the transaction on
October 15, 2013.
BPO previously announced its intention to acquire MPG pursuant
to a merger agreement, dated as of April 24, 2013, by and
among DTLA Fund, Brookfield DTLA Fund Office Trust
Investor Inc., Brookfield DTLA Fund Office
Trust Inc., Brookfield DTLA Fund Properties LLC, MPG
and MPG Office, L.P.
DTLA Fund Holding Co. and Brookfield DTLA Fund Properties
Holding Inc. (together, the “Offerors”), both direct wholly
owned subsidiaries of the DTLA Fund, previously commenced an
offer to purchase all outstanding shares of
7.625% Series A Cumulative Redeemable Preferred Stock of
MPG at a price of $25.00 per share, without interest and less
any required withholding taxes, upon the terms and subject to the
conditions applicable to the offer described in the tender offer
statement on Schedule TO filed on June 14, 2013, as
amended from time to time (the “Schedule TO”). Upon the
closing of the tender offer, preferred stockholders of MPG will
receive $25.00 in cash for each share of MPG preferred stock
validly tendered and not validly withdrawn in the offer, with
interest and less any required withholding taxes. Shares of MPG
preferred stock that are tendered and accepted for payment in the
tender offer will not receive any accrued and unpaid dividends on
those shares.
BPO and the Offerors announced today that they are extending the
tender offer until 6:00 p.m., New York City time, on Monday,
October 14, 2013. The tender offer had been previously
set to expire at 5:00 p.m., New York City time, on Thursday,
October 10, 2013. Except for the extension of the
expiration date, all other terms and conditions of the tender offer
remain unchanged.
The closing of the transaction is expected to occur on
October 15, 2013, the first business day following
the expiration of the tender offer. Stockholders who wish to tender
all or any portion of their shares in the tender offer should
follow the procedures described in the Schedule TO.
Stockholders who have already tendered their shares do not have to
re-tender their shares or take any other action at this time.
The Depositary and Paying Agent for the tender offer is American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue,
Brooklyn, New York 11219. The Information Agent for the tender
offer is MacKenzie Partners, Inc., 105 Madison Avenue,
New York, New York 10016. The tender offer materials may
be obtained at no charge by directing a request by mail to
MacKenzie Partners, Inc. or by calling (800) 322-2885. Fried,
Frank, Harris, Shriver & Jacobson LLP is acting as legal
advisor to BPO.
Based on information from the Depositary, as of
October 9, 2013, approximately 80,901 shares of MPG
preferred stock had been tendered and not withdrawn from the
offer.
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 www.mpgoffice.com.
About Brookfield Office Properties
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
109 properties totaling 80 million leasable 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.
Important Information
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any securities or the registration of any securities. The
solicitation and the offer to buy shares of MPG preferred stock is
being made pursuant to a tender offer statement on Schedule TO
containing an offer to purchase, form of letter of transmittal and
related materials filed by BPO and a subsidiary with the
U.S. Securities and Exchange Commission (the “SEC”) on
June 14, 2013, as amended from time to time. MPG has
filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer with the SEC.
In addition, Brookfield DTLA Fund Office Trust
Investor Inc. (“Sub REIT”), a company that has been
established in connection with the transaction, has filed an
initial registration statement with the SEC relating to preferred
stock of Sub REIT that will be issued to holders of existing MPG
preferred stock who do not tender into the tender offer.
INVESTORS AND HOLDERS OF PREFERRED STOCK ARE URGED TO READ THE
TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER
TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS WELL
AS THE REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SUB REIT
THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER
SHARES.
All of those materials (and all other materials filed or
furnished by MPG, BPO or Sub REIT with the SEC) are available
at no charge from the SEC through its website at www.sec.gov. The Schedule TO (including the
offer to purchase and related materials), the Schedule 14D-9
(including the solicitation/recommendation statement) and the
registration statement may also be obtained for free by contacting
MacKenzie Partners, Inc., the Information Agent for the tender
offer, toll free at (800) 322-2885.
Forward Looking Statements
This press release contains “forward-looking statements” within
the meaning of “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995 and
“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: 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
favorable 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; risks and factors relating to the
transaction with MPG including, but not limited to, the risk that
the transaction with MPG may not be consummated or may be delayed,
failure to realize the anticipated benefits and synergies of the
transaction, including as a result of an increase in costs
associated with integration or a delay or difficulty in integrating
the businesses of BPO and MPG, and the outcome of litigation which
may arise in connection with the transaction; and other risks and
factors detailed from time to time in the reports of BPO and MPG
filed with the SEC, and the Canadian securities regulatory
authorities, as applicable.
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.
MPG Office Trust, Inc. ContactPeggy Moretti, Executive
Vice President, Investor and Public Relations(213)
613-4558peggy.moretti@mpgoffice.comorBrookfield Office
Properties ContactsMedia Contact:Melissa Coley, VP,
Investor Relations and Communications(212) 417-7215melissa.coley@brookfield.comorInvestor
Contact:Matt Cherry, Director, Investor Relations and
Communications(212) 417-7488matthew.cherry@brookfield.com
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