GGP Inc. (NYSE: GGP) (“GGP”) today announced that its common
stockholders approved the proposed acquisition of GGP by Brookfield
Property Partners L.P. (NASDAQ: BPY; TSX: BPY.UN) (“BPY”)
pursuant to the Merger Agreement (as defined below) at a special
meeting of GGP stockholders held today. All the other proposals
voted upon at the meeting and identified in GGP’s definitive proxy
statement, filed June 27, 2018, were also approved.
GGP’s stockholder approval was a condition to the closing of the
transactions contemplated by the Merger Agreement, including the
payment of the previously announced special dividend to certain
common stockholders of GGP. Detailed information about the election
process in respect of such dividend, including the deadline for
making elections, will be included in a separate press release that
GGP and BPY expect to issue shortly, and will also be included in
the election forms which will be mailed to holders of GGP common
stock who are entitled to receive such dividend.
The completion of the transactions contemplated by the Merger
Agreement remains subject to certain other customary closing
conditions. GGP and BPY expect that the transactions contemplated
by the Merger Agreement will be completed by the end of August of
this year.
GGP will report financial and operational results for the second
quarter 2018 before the market opens on Tuesday, July 31, 2018. The
earnings release and supplemental financial package will be
available on the Investors section of GGP’s website at
www.ggp.com.
GGP has elected not to hold a conference call to discuss its
financial and operational results given the announced transaction
with BPY.
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.
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.
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.
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/20180726005699/en/
Brookfield Contact:Matthew CherrySVP, Investor Relations
& CommunicationsO: (212) 417-7488M: (917)
209-7343matthew.cherry@brookfield.comorGGP Inc.
Contact:Kevin BerryEVP Human Resources & CommunicationsO:
(312) 960-5529M: (708) 308-5999kevin.berry@ggp.com
GGP Inc. (NYSE:GGP)
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