Rouse Properties, Inc. Stockholders Approve Merger
June 23 2016 - 12:23PM
Business Wire
Rouse Properties, Inc. (NYSE: RSE) (“Rouse” or the “Company”)
today announced that, at a special meeting of stockholders held
today, the Company stockholders approved the previously announced
merger agreement with BSREP II Retail Pooling LLC (“Parent”), an
affiliate of Brookfield Asset Management, Inc. (“Brookfield”).
Subject to the terms and conditions set forth in the merger
agreement, Parent will acquire the Company through a merger of the
Company and a wholly owned subsidiary of Parent, with the Company
surviving the merger. Pursuant to the terms of the merger
agreement, at closing, the Company stockholders, excluding the
affiliates of Brookfield that collectively hold approximately 33.5%
of the outstanding shares of the Company, will receive $18.25 per
share in cash. Although the merger agreement contemplates that a
portion of the merger consideration may be paid in the form of a
closing dividend, Parent has notified the Company that no such
dividend payments will be made and accordingly, the entire $18.25
will be paid as merger consideration.
Votes “FOR” the merger totaled approximately 51,127,690 million
shares, or approximately 88.32% of the Company’s outstanding shares
of common stock. In addition, approximately 31,740,065 million
shares, or approximately 82.44% of the shares held by the Company’s
stockholders other than Brookfield and its affiliates, voted “FOR”
the merger.
Subject to the satisfaction of the conditions set forth in the
merger agreement, the merger is expected to close on or about July
6, 2016.
About Rouse Properties, Inc.
Rouse Properties, Inc. (NYSE:RSE) is a publicly traded real
estate investment trust headquartered in New York City and was
founded on a legacy of innovation and creativity. Among the
country’s largest publicly traded regional mall owners, the
Company’s geographically diverse portfolio spans the United States
from coast to coast, and includes 35 malls and retail centers in 21
states encompassing approximately 23.8 million square feet. For
more information please visit: www.rouseproperties.com.
Forward Looking Statements
Certain matters in this press release are discussed using
forward-looking language as specified in the Private Securities
Litigation Reform Act of 1995, and, as such, may involve known and
unknown risks, uncertainties and other factors that may cause the
actual results or performance to differ from those projected in the
forward-looking statements. These forward-looking statements may
include statements related to the timing and anticipated completion
of the Merger and other statements that are not purely statements
of historical fact. For a description of factors that may cause the
Company’s actual results or performance to differ from its
forward-looking statements, please review the information under the
heading “Risk Factors” included in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2015 and other documents
filed by the Company with the Securities and Exchange
Commission.
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version on businesswire.com: http://www.businesswire.com/news/home/20160623005980/en/
Media:Joele Frank, Wilkinson Brimmer KatcherJonathan
Keehner / Andrew Siegel / Meaghan
Repko212-355-4449orInvestors:Rouse Investor
Relations212-608-5108IR@rouseproperties.com
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