Brookfield Properties Proposes Going Private Transaction With BPO Properties
April 28, 2003
New York, April 28, 2003 -- Brookfield Properties Corporation (BPO: NYSE, TSX) today announced a proposal to merge a subsidiary of Brookfield with BPO Properties Ltd. (BPP: TSX). BPO Properties owns, manages and develops high quality commercial properties in the downtown core of select Canadian cities. Under the terms of the offer, shareholders of BPO Properties will receive C$13.00 in cash plus 0.5 common shares of Brookfield Properties Corporation.
The proposal represents a transaction price of approximately C$27.83 for each common share of BPO Properties based upon a closing price of C$29.65 for Brookfield on the Toronto Stock Exchange on April 25, 2003. This offer price represents a premium of 30% over the trading price of BPO Properties six months ago and a 5% premium over the closing price on April 25,2003. BPO Properties' shareholders may elect to receive payment entirely in the form of cash or common shares of Brookfield, or any combination thereof, subject to a maximum aggregate cash payment of C$40.2 million and a maximum of 1.55 million common shares of Brookfield. The number of BPO Properties shares not currently owned by Brookfield is approximately 3.1 million shares, resulting in a transaction value based upon the offer price of approximately C$86.7 million.
Under the terms of the current offer, the preferred shares of BPO Properties will remain outstanding.
In a separate press release issued on April 25, 2003, Brookfield announced the acquisition of 574,900 shares of BPO Properties in a private transaction.
Ric Clark, President and Chief Executive Officer of Brookfield stated that "This initiative will further simplify Brookfield's ownership structure and allow BPO Properties' shareholders to continue to participate in the upside of the real estate market through Brookfield, the second largest office real estate company in North America in terms of total market capitalization. In addition, by holding Brookfield shares, they will be entitled to receive regular quarterly dividends and enhanced liquidity of their shareholdings."
Approval Requirements
In addition to regulatory and certain other approvals, completion of the merger transaction is subject to the approval of the common shareholders of BPO Properties (other than Brookfield). The proposed transaction will be voted upon by the shareholders of BPO Properties at its Annual and Special Meeting, which is scheduled for June 18, 2003.
BPO Properties Forms Independent Committee to Review Proposal
The board of directors of BPO Properties intends to establish a committee of independent directors to review and evaluate the Brookfield offer. The independent committee of the Board of Directors will also retain advisors to assist in evaluating the proposal.
A circular is expected to be mailed to BPO Properties' shareholders in the next 30 days which will contain information concerning the transaction, the recommendation of BPO Properties' independent committee and the independent valuation of BPO Properties common shares.
Brookfield Properties Corporation, with a stock market value of $9 billion in assets, owns, develops and manages premier North American office properties. The Brookfield portfolio comprises 50 commercial properties and development sites totaling 46 million square feet, including landmark assets such as the World Financial Center in New York and BCE Place in Toronto. Brookfield is inter-listed on the New York and Toronto Stock Exchanges under the symbol BPO. For more information, visit the Brookfield Properties website at www.brookfieldproperties.com.
BPO Properties Ltd. is a Canadian real estate investment company focussed on the ownership and value enhancement of premier office properties. The current property portfolio is comprised of interests in 19 commercial properties and development sites totaling 14 million square feet. The Company's objective is to realize superior financial returns for its shareholders by enhancing the value of its real estate assets and by making opportunistic investment in new assets. BPO Properties common shares trade on the TSX under the symbol BPP. Further information about the company can be found at www.bpoproperties.com.
Contact: Melissa Coley, Vice President, Investor Relations and Communications,
Tel: (212) 417-7215; email: mcoley@brookfieldproperties.com
Contact:
Melissa Coley, Vice President, Investor Relations & Communications
Email: mcoley@bpoproperties.com
Tel: (416) 359-8593
Note: This press release contains "forward-looking statements" that are based on certain assumptions and reflect the company's current expectations. The words "believe," "expect," "anticipate," "intend," "estimate" and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include general economic conditions, local real estate conditions, timely re-leasing of occupied square footage upon expiration, interest rates, availability of equity and debt financing and other risks detailed from time to time in the documents filed by the company with the securities regulators in Canada. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
© 2008 BPO Properties Ltd. All rights reserved.
April 28, 2003
New York, April 28, 2003 -- Brookfield Properties Corporation (BPO: NYSE, TSX) today announced a proposal to merge a subsidiary of Brookfield with BPO Properties Ltd. (BPP: TSX). BPO Properties owns, manages and develops high quality commercial properties in the downtown core of select Canadian cities. Under the terms of the offer, shareholders of BPO Properties will receive C$13.00 in cash plus 0.5 common shares of Brookfield Properties Corporation.
The proposal represents a transaction price of approximately C$27.83 for each common share of BPO Properties based upon a closing price of C$29.65 for Brookfield on the Toronto Stock Exchange on April 25, 2003. This offer price represents a premium of 30% over the trading price of BPO Properties six months ago and a 5% premium over the closing price on April 25,2003. BPO Properties' shareholders may elect to receive payment entirely in the form of cash or common shares of Brookfield, or any combination thereof, subject to a maximum aggregate cash payment of C$40.2 million and a maximum of 1.55 million common shares of Brookfield. The number of BPO Properties shares not currently owned by Brookfield is approximately 3.1 million shares, resulting in a transaction value based upon the offer price of approximately C$86.7 million.
Under the terms of the current offer, the preferred shares of BPO Properties will remain outstanding.
In a separate press release issued on April 25, 2003, Brookfield announced the acquisition of 574,900 shares of BPO Properties in a private transaction.
Ric Clark, President and Chief Executive Officer of Brookfield stated that "This initiative will further simplify Brookfield's ownership structure and allow BPO Properties' shareholders to continue to participate in the upside of the real estate market through Brookfield, the second largest office real estate company in North America in terms of total market capitalization. In addition, by holding Brookfield shares, they will be entitled to receive regular quarterly dividends and enhanced liquidity of their shareholdings."
Approval Requirements
In addition to regulatory and certain other approvals, completion of the merger transaction is subject to the approval of the common shareholders of BPO Properties (other than Brookfield). The proposed transaction will be voted upon by the shareholders of BPO Properties at its Annual and Special Meeting, which is scheduled for June 18, 2003.
BPO Properties Forms Independent Committee to Review Proposal
The board of directors of BPO Properties intends to establish a committee of independent directors to review and evaluate the Brookfield offer. The independent committee of the Board of Directors will also retain advisors to assist in evaluating the proposal.
A circular is expected to be mailed to BPO Properties' shareholders in the next 30 days which will contain information concerning the transaction, the recommendation of BPO Properties' independent committee and the independent valuation of BPO Properties common shares.
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Brookfield Properties Corporation, with a stock market value of $9 billion in assets, owns, develops and manages premier North American office properties. The Brookfield portfolio comprises 50 commercial properties and development sites totaling 46 million square feet, including landmark assets such as the World Financial Center in New York and BCE Place in Toronto. Brookfield is inter-listed on the New York and Toronto Stock Exchanges under the symbol BPO. For more information, visit the Brookfield Properties website at www.brookfieldproperties.com.
BPO Properties Ltd. is a Canadian real estate investment company focussed on the ownership and value enhancement of premier office properties. The current property portfolio is comprised of interests in 19 commercial properties and development sites totaling 14 million square feet. The Company's objective is to realize superior financial returns for its shareholders by enhancing the value of its real estate assets and by making opportunistic investment in new assets. BPO Properties common shares trade on the TSX under the symbol BPP. Further information about the company can be found at www.bpoproperties.com.
Contact: Melissa Coley, Vice President, Investor Relations and Communications,
Tel: (212) 417-7215; email: mcoley@brookfieldproperties.com
Contact:
Melissa Coley, Vice President, Investor Relations & Communications
Email: mcoley@bpoproperties.com
Tel: (416) 359-8593
* * *
Note: This press release contains "forward-looking statements" that are based on certain assumptions and reflect the company's current expectations. The words "believe," "expect," "anticipate," "intend," "estimate" and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include general economic conditions, local real estate conditions, timely re-leasing of occupied square footage upon expiration, interest rates, availability of equity and debt financing and other risks detailed from time to time in the documents filed by the company with the securities regulators in Canada. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
© 2008 BPO Properties Ltd. All rights reserved.
