HAMILTON, BERMUDA -- (Marketwired) -- 09/30/13 -- Brookfield Property Partners L.P. (NYSE: BPY) (TSX: BPY.UN)
•BPO shareholders to receive a 15% premium to current trading price and a 17% premium to 30-day volume-weighted average price on the New York Stock Exchange •BPO shareholders' dividend per share to increase by 79% •BPO shareholders to realize an 18% increase in IFRS book value per share •Combined entity will be one of the largest global commercial real estate companies
US$ unless otherwise specified.
Brookfield Property Partners L.P. (NYSE: BPY) (TSX: BPY.UN) ("Brookfield Property Partners" or "BPY") today announced that it proposes to acquire Brookfield Office Properties Inc. (NYSE: BPO) (TSX: BPO) ("BPO") through a tender offer for "any or all" of the common shares of BPO that it does not currently own (the "Offer") for consideration value of $19.34 per common share of BPO. Each BPO shareholder can elect to receive consideration per BPO common share of either 1.0 limited partnership unit of Brookfield Property Partners or $19.34 in cash, subject in each case to pro-ration based on a maximum of 174 million BPY limited partnership units (67% of the total value of shares tendered to the Offer) and a maximum cash consideration of $1.7 billion (33% of the total value of shares tendered to the Offer). BPO shareholders who receive limited partnership units will be able to do so on a tax-deferred basis.
"The Offer provides an attractive opportunity for BPO shareholders to exchange their common shares for an interest in our flagship global property company and cash," said Ric Clark, Chief Executive Officer of Brookfield Property Group. "The combination of these leading commercial real estate platforms will create a diversified portfolio of best-in-class real estate for investors seeking attractive risk-adjusted returns, through income and capital appreciation."
"In addition, we believe this transaction will consolidate our global office properties under one platform and substantially increase Brookfield Property Partners' public float which should help accelerate our growth strategy," said Clark.
The Offer price represents a premium of 17% to the 30-day volume weighted average price of BPO shares on the New York Stock Exchange and 16% to the 30-day volume weighted average price of BPO shares on the Toronto Stock Exchange, and a 15% premium to the closing price of BPO shares on September 27, 2013 on each of those exchanges.
Based on the current trading price of Brookfield Property Partners' limited partnership units, the transaction is valued at $5 billion. If Brookfield Property Partners increases its 51% ownership in BPO to 100%, it will be one of the largest global commercial real estate companies, with $45 billion of assets and ownership comprising over 330 million sq. ft. of office, retail, industrial and multi-family assets in key global gateway markets on four continents.
If sufficient BPO common shares are tendered, Brookfield Property Partners intends to acquire any common shares which remain outstanding following the tender offer through a compulsory acquisition or other statutory transaction on the same basis as the Offer. In this event, BPO public shareholders would own approximately 27% of the outstanding limited partnership units of Brookfield Property Partners (including Brookfield Asset Management's ("Brookfield") redeemable partnership units on a fully-exchanged basis).
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