GGP Reiterates Board’s Recommendation for
the Proposed Transaction with BPY
Vote “FOR” Merger Proposal, Charter
Proposals and Bylaws Proposals
Necessary to Complete Proposed Transaction with BPY
GGP Inc. (“GGP”) (NYSE: GGP) today reiterated the recommendation
of its Board of Directors, following the unanimous recommendation
of the Special Committee of GGP’s Board, that GGP’s stockholders
vote “FOR” the merger proposal, “FOR” the charter proposals, “FOR”
the bylaws proposals and “FOR” the compensation proposal at a
special meeting of GGP’s stockholders to be held on
July 26, 2018 and also issued the following
statement:
- For the reasons set out in the
definitive proxy statement filed with the SEC in connection with
the upcoming special meeting, we believe the proposed transaction
with Brookfield Property Partners L.P. (“BPY”) creates compelling
value for GGP’s stockholders.
- Consummation of the proposed
transaction is not only
conditioned on the adoption of the merger agreement (i.e., the
merger proposal), but also
conditioned on certain of the other proposals to be considered and
voted on at the upcoming special meeting, particularly proposals #2
through #7 set forth in the definitive proxy statement, which
relate to amendments to the organizational documents of Brookfield
Property REIT Inc. (“BPR”), the successor entity to GGP after
consummation of the proposed transaction (i.e., collectively, the
charter proposals and the bylaws proposals). Although BPY has
the right to waive the conditions to the transaction related to the
charter proposals and the bylaws proposals, BPY has unequivocally
indicated that it will not waive any of them.
- The amendments contemplated by the
charter proposals and the bylaws proposals were extensively
negotiated and are critical to the structure of the transaction
and, importantly, make it possible for GGP’s stockholders to elect
to receive, in lieu of BPY units, class A stock of BPR as part of
the consideration to be paid in connection with the transaction.
The class A stock is a newly created security to be issued by BPR,
a U.S. public REIT, if the transaction is consummated, and each
share of class A stock is intended to provide an economic return
equivalent to one BPY unit.
- BPY’s initial proposal to acquire GGP
in November 2017 only offered BPY units as equity consideration.
The Special Committee of GGP’s Board specifically negotiated for
GGP stockholders to have the option to elect to receive class A
stock of BPR as equity consideration in order to address potential
concerns that certain GGP common stockholders would want to share
in any potential upside to the transaction but would prefer to, or
were only permitted to, hold securities of a U.S. public REIT as
opposed to securities in BPY, a Bermuda law-governed limited
partnership, and to enable such stockholders to share in any such
potential upside and retain certain limited voting rights. In
addition to the commitment of the Special Committee of GGP’s Board
to negotiate for the highest per share consideration that it
believed could be obtained, including greater aggregate cash
consideration and an increased exchange ratio, among other terms,
the Special Committee of GGP’s Board was committed to negotiate for
the most stockholder-favorable terms that it believed could be
obtained with respect to the equity consideration over the course
of approximately four months of negotiations.
- Applicable SEC rules do not permit GGP
to bundle the merger proposal, the charter proposals and the bylaws
proposals together into one consolidated proposal even though they
should be thought of as one and the same proposal given that the
charter proposals and bylaws proposals are conditions to and
integral parts of the terms of the transaction, which was
extensively negotiated. As made clear in the definitive proxy
statement and as noted above, the consummation of the transaction
with BPY is conditioned on the approval of all such proposals. If the merger
proposal receives the requisite vote of GGP stockholders, but the
charter proposals and bylaws proposals do not receive the requisite
vote, the transaction will not be consummated. Therefore, we
urge GGP stockholders who support the merger proposal to vote “FOR”
all the proposals.
- Although we believe that in evaluating
the proposals to be considered and voted on at the upcoming special
meeting, stockholders of GGP should consider the definitive proxy
statement in its entirety, in order to better understand the key
differences in the rights associated with the class A stock of BPR
and the non-voting BPY units, which we believe to be more relevant
than a comparison between the class A stock of BPR and GGP’s
current common stock, we recommend stockholders of GGP refer to the
section of the definitive proxy statement entitled “Comparison of
Rights of Holders of GGP Common Stock, Class A Stock and BPY
Units”.
- Again, if any of the charter
proposals or bylaws proposals fails to receive support from
two-thirds of the outstanding shares of GGP common stock, the
transaction will not be
consummated. We reiterate that GGP’s Board, following the
unanimous recommendation of the Special Committee of GGP’s Board,
recommends that you vote “FOR” the merger proposal, “FOR” the
charter proposals, “FOR” the bylaws proposals and “FOR” the
compensation proposal.
About GGP Inc.
GGP Inc. is an S&P 500 company focused exclusively on
owning, managing, leasing and redeveloping high-quality retail
properties throughout the United States. GGP is headquartered in
Chicago, Illinois, and publicly traded on the NYSE under the symbol
GGP.
About Brookfield Property Partners L.P.
Brookfield Property Partners is one of the world’s largest
commercial real estate companies, with approximately $69 billion in
total assets. We are leading owners, operators and investors in
commercial real estate, with a diversified portfolio of premier
office and retail assets, as well as interests in multifamily,
triple net lease, industrial, hospitality, self-storage, student
housing and manufactured housing assets. Brookfield Property
Partners is listed on the NASDAQ and Toronto stock exchanges.
Further information is available at bpy.brookfield.com.
Brookfield Property Partners is the flagship listed real estate
company of Brookfield Asset Management, a leading global
alternative asset manager with over $285 billion in assets under
management.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction contemplated by the Agreement and Plan of Merger, dated
as of March 26, 2018 and as amended on
June 25, 2018, among BPY, Goldfinch Merger Sub Corp. and
GGP (as may be further amended or otherwise modified from time to
time in accordance with its terms, the “Merger Agreement”). This
communication may be deemed to be solicitation material in respect
of the proposed transaction involving BPY and GGP. In connection
with the proposed transaction, BPY filed with the SEC a
registration statement on Form F-4 (File No.: 333-224594) that
includes a prospectus of BPY (the “BPY prospectus”), and GGP filed
with the SEC a registration statement on Form S-4 (File No.:
333-224593) that includes a proxy statement/prospectus of GGP (the
“GGP proxy statement/prospectus”). The parties also filed a
Rule 13E-3 transaction statement on Schedule 13E-3. The
registration statements filed by BPY and GGP were declared
effective by the SEC on June 26, 2018 and GGP has mailed
the GGP proxy statement/prospectus in definitive form to its
stockholders of record as of the close of business on
June 22, 2018. Each of BPY and GGP may also file other
documents with the SEC regarding the proposed transaction. This
communication is not a substitute for the BPY prospectus, the GGP
proxy statement/prospectus, the registration statements or any
other document which BPY or GGP may file with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE ABOVE-REFERENCED AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BPY, GGP, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and stockholders may
obtain free copies of the above-referenced and other documents
filed with the SEC by BPY and GGP, when available, through the
SEC’s website at http://www.sec.gov. In addition, investors may
obtain free copies of the above-referenced and other documents
filed with the SEC by BPY, when available, by contacting BPY
Investor Relations at bpy.enquiries@brookfield.com or +1 (855) 212-8243
or at BPY’s website at http://bpy.brookfield.com, and may obtain free
copies of the above-referenced and other documents filed with the
SEC by GGP, when available, by contacting GGP Investor Relations at
(312) 960-5000 or at GGP’s website at http://www.ggp.com.
Non-solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Participants in Solicitation
BPY, GGP and their respective directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from GGP stockholders in respect of the
proposed transaction that is described in the BPY prospectus and
the GGP proxy statement/prospectus. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of proxies from GGP stockholders in connection
with the proposed transaction, including a description of their
direct or indirect interests, by security holdings or otherwise, is
set forth in the BPY prospectus and the GGP proxy
statement/prospectus. You may also obtain the documents that BPY
and GGP file electronically free of charge from the SEC’s website
at http://www.sec.gov. Information
regarding BPY’s directors and executive officers is contained in
BPY’s 2017 Annual Report on Form 20-F filed with the SEC on
March 9, 2018. Information regarding GGP’s directors and
executive officers is contained in GGP’s 2017 Annual Report on
Form 10-K filed with the SEC on February 22, 2018
and its 2018 Annual Proxy Statement on Schedule 14A filed with
the SEC on April 27, 2018.
Forward-Looking Statements
This communication contains “forward-looking information” within
the meaning of Canadian provincial securities laws and applicable
regulations and “forward-looking statements” within the meaning of
“safe harbor” provisions of applicable U.S. securities laws,
including the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements include statements that are
predictive in nature or depend upon or refer to future events or
conditions, include statements regarding the expected timing,
completion and effects of the proposed transaction, our operations,
business, financial condition, expected financial results,
performance, prospects, opportunities, priorities, targets, goals,
ongoing objectives, strategies and outlook, as well as the outlook
for North American and international economies for the current
fiscal year and subsequent periods, and include words such as
“expects,” “anticipates,” “plans,” “believes,” “estimates,”
“seeks,” “intends,” “targets,” “projects,” “forecasts,” “likely,”
or negative versions thereof and other similar expressions, or
future or conditional verbs such as “may,” “will,” “should,”
“would” and “could.”
Although we believe that our anticipated future results,
performance or achievements expressed or implied by the
forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not
place undue reliance on forward-looking statements and information
because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond our control, which may
cause our actual results, performance or achievements to differ
materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking statements
and information.
Factors that could cause actual results to differ materially
from those contemplated or implied by forward-looking statements
include, but are not limited to: the occurrence of any event,
change or other circumstance that could affect the proposed
transaction on the anticipated terms and timing, including the risk
that the proposed transaction may not be consummated; risks related
to BPY’s ability to integrate GGP’s business into its own and the
ability of the combined company to attain expected benefits
therefrom; risks incidental to the ownership and operation of real
estate properties including local real estate conditions; the
impact or unanticipated impact of general economic, political and
market factors in the countries in which we do business; the
ability to enter into new leases or renew leases on favorable
terms; business competition; dependence on tenants’ financial
condition; the use of debt to finance our business; the behavior of
financial markets, including fluctuations in interest and foreign
exchange rates; uncertainties of real estate development or
redevelopment; global equity and capital markets and the
availability of equity and debt financing and refinancing within
these markets; risks relating to our insurance coverage; the
possible impact of international conflicts and other developments
including terrorist acts; potential environmental liabilities;
changes in tax laws and other tax related risks; dependence on
management personnel; illiquidity of investments; the ability to
complete and effectively integrate other acquisitions into existing
operations and the ability to attain expected benefits therefrom;
operational and reputational risks; catastrophic events, such as
earthquakes and hurricanes; and other risks and factors detailed
from time to time in our documents filed with the securities
regulators in Canada and the United States.
We caution that the foregoing list of important factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements or information, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Except as required by law, we
undertake no obligation to publicly update or revise any
forward-looking statements or information, whether written or oral,
that may be as a result of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20180716005180/en/
GGP Inc. Contact:Kevin Berry, 312-960-5529EVP Human
Resources & CommunicationsM:
708-308-5999kevin.berry@ggp.comorBrookfield Contact:Matthew
Cherry, 212-417-7488SVP, Investor Relations & CommunicationsM:
917-209-7343matthew.cherry@brookfield.com
GGP Inc. (NYSE:GGP)
過去 株価チャート
から 12 2024 まで 1 2025
GGP Inc. (NYSE:GGP)
過去 株価チャート
から 1 2024 まで 1 2025
