NEW YORK, NY -- (Marketwired) -- 06/14/13 -- Brookfield Office Properties Inc. (NYSE: BPO) (TSX: BPO) is commencing today, through a direct wholly-owned subsidiary, a cash tender offer to purchase all outstanding shares of preferred stock of MPG Office Trust, Inc. (NYSE: MPG). BPO previously announced its intention to acquire MPG through a newly formed fund controlled by BPO on Thursday, April 25, 2013 pursuant to a merger agreement executed on April 24, 2013. 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stockholders of MPG will receive $25.00 in cash for each share of MPG preferred stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes.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 will file today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. MPG is required to file with the SEC a solicitation/recommendation statement on Schedule 14D-9 within 10 business days from today communicating its views regarding the tender offer to the holders of MPG preferred stock.
The tender offer will expire at 12:00 midnight, New York City time, at the end of Friday, July 12, 2013, unless extended or earlier terminated in accordance with the merger agreement and the applicable rules and regulations of the SEC. Any extension of the tender offer will be announced through a public statement of such extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The closing of the tender offer is subject to conditions, including, among other things, the approval of the merger agreement by MPG's common stockholders.
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.
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 81 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.
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