Brookfield Property Partners Proposes To Buy Brookfield Office For $19.34/Shr

(RTTNews) - Brookfield Property Partners L.P.(BPY, BPY_UN.TO, a commercial real estate owner, operator and investor, announced Monday that it proposes to acquire Brookfield Office Properties Inc. (BPO, BPO.TO) through a tender offer for "any or all" of the common shares of BPO that it does not currently own for consideration value of $19.34 per common share of BPO. The transaction is valued at $5 billion.

According to the proposal, 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).

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.

If sufficient BPO common shares are tendered, Brookfield Property Partners stated that it 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.

Brookfield Property Partners stated that it intends to finance the cash portion of the Offer through an acquisition facility with a syndicate of banks.

The company noted that the Offer will be subject to customary conditions including, among other things, that Brookfield Property Partners has determined, acting reasonably, that no material adverse effect exists or has occurred. The Offer will not include a minimum condition with respect to the number of common shares tendered, and Brookfield Property Partners will acquire any or all of the common shares that are tendered to the Offer.