Brookfield Office Properties Announces Results of Elections by
Shareholders in Arrangement With Brookfield Property Partners
NEW YORK, NY--(Marketwired - Jun 2, 2014) - Brookfield Office
Properties Inc. (NYSE: BPO) (TSX: BPO) ("Brookfield Office
Properties" or "BPO") today announced the results of the elections
by BPO's shareholders of the consideration available under the
previously announced plan of arrangement (the "Arrangement")
pursuant to which Brookfield Property Partners L.P. ("BPY") and its
indirect subsidiaries Brookfield Office Properties Exchange LP and
Brookfield Property Split Corp. (together, the "Purchasers"), will
acquire all of the remaining common shares of Brookfield Office
Properties.
As of the election deadline for the Arrangement at 5:00 p.m.
(Eastern daylight time) on May 30, 2014, of the remaining
38,183,084 BPO common shares, 29,547,297 were tendered for cash and
8,635,787 were tendered (or deemed tendered) for limited
partnership units. As BPO shareholders have elected to receive more
cash than is available under the Arrangement, upon completion of
the Arrangement, BPO shareholders will receive 42.65% 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 (or deemed tendered). After
adjusting for pro-ration, 12,601,361 of the remaining common shares
will be exchanged for cash and 25,581,723 common shares will be
exchanged for limited partnership units.
Completion of the Arrangement remains conditional on BPO
shareholder approval and approval by the Ontario Superior Court of
Justice (Commercial List). The Purchasers previously acquired the
majority of the minority BPO shares and can vote those shares in
the Arrangement. The BPO shareholder meeting is scheduled for June
3, 2014 and a court hearing has been set for June 6, 2014. Assuming
shareholder and court approvals are obtained and that all other
conditions to the Arrangement are satisfied or waived, the
Arrangement is expected to become effective on June 9, 2014.
Shareholders should receive their consideration in mid-June.
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: problems may arise in successfully
integrating the business of BPY and BPO; BPY may not realize the
anticipated synergies and other benefits following the Arrangement;
the Arrangement may involve unexpected costs; 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 Office Properties owns, develops and
manages office properties in the United States, Canada, Australia
and the United Kingdom. Its portfolio is comprised of interests in
113 properties totalling 88 million square feet in the downtown
cores of New York, Washington, D.C., Houston, Los Angeles, Toronto,
Calgary, Ottawa, London, Sydney, Melbourne and Perth, making
Brookfield Office Properties the global leader in the ownership and
management of office assets. Landmark properties include Brookfield
Places in Manhattan, 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 information, please visit
www.brookfieldofficeproperties.com.
US$ Unless Otherwise Specified
Contact: Matthew Cherry Brookfield Office Properties
Vice President, Investor Relations & Communications Tel:
212-417-7488 Email:
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