NEW YORK CITY-Following up on the announcement in late April that it would merge with Los Angeles-based MPG Office Trust Inc., Brookfield Office Properties Inc. said on Friday it is commencing a cash-tender offer to purchase all outstanding shares of MPG's preferred stock. The offer is being made through Brookfield DTLA Inc., a direct wholly owned subsidiary of BPO, according to SEC filings.
The tender offer, which was originally expected to commence in May, will expire at midnight on July 12, unless extended or earlier terminated in accordance with the merger agreement and the applicable rules and regulations of the SEC, BPO says. Any extension of the tender offer will be announced through a public statement no later than 9 a.m. on the next business day.
When the offer closes, MPG's preferred stockholders will receive $25 in cash for each share of MPG preferred stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. This past April, BPO said in a statement that any preferred shares that are not tendered will be converted in the merger into new preferred shares with rights, terms and conditions substantially identical to the rights, terms and conditions of the outstanding preferred shares.
Further, BPO said in April that if more than 66.6% of the outstanding preferred shares are tendered, then it will have the right to convert all of the untendered preferred shares at the price in cash offered in the tender offer, without interest, but only if such conversion complies with applicable law and the company's charter in all respects at the time of conversion.
Previously, BPO said that the holders of MPG's common shares would receive $3.15 per share in cash at the closing of the merger. The per share price represented a 21% premium to MPG's closing share price of $2.60 on April 24, the day before the merger agreement was announced.
© Touchpoint Markets, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more inforrmation visit Asset & Logo Licensing.