Brookfield Canada Office Properties Files Amended Schedule 13E-3
May 19 2017 - 5:16PM
Brookfield Canada Office Properties Inc. (TSX:BOX.UN) (NYSE:BOXC)
(“BOX” or the “Trust”) announced today that BOX, Brookfield
Property Partners L.P. and Brookfield Asset Management Inc. have
filed an amendment to their previously filed Rule 13e-3 transaction
statement on Schedule 13E-3 (the “Schedule 13E-3”) originally filed
with the U.S. Securities and Exchange Commission (“SEC”) on May 8,
2017. The amendment to the Schedule 13E-3 is available on BOX’s
profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
The amendment revises the Schedule 13E-3 and certain disclosure
contained in the Management Information Circular (the “Circular”)
dated May 8, 2017 and previously made available to unitholders to
address certain comments to the Schedule 13E-3 and the Circular
received from the Staff of the SEC.
The SEC requested that the Company provide
certain additional disclosure to unitholders regarding the
previously announced going private transaction (the “Transaction”),
pursuant to which all of BOX’s issued and outstanding trust units
not already owned by BPY and its subsidiaries will be redeemed, and
BPY will effectively acquire the approximately 17% equity interest
in BOX that it or its subsidiaries do not already own
(approximately 15.9 million trust units) for cash consideration of
C$32.50 per trust unit.
The amendment contains important information
that unitholders should consider prior to voting on the transaction
and therefore unitholders are strongly encouraged to carefully read
the amendment together with the Circular.
No changes have been made to the consideration,
the terms or conditions of the Transaction, or the date of the
annual and special meeting of BOX unitholders at which the
Transaction will be voted on.
This press release is neither an offer to
purchase nor a solicitation of an offer to sell securities.
About Brookfield Canada Office
PropertiesBrookfield Canada Office Properties is Canada’s
preeminent Real Estate Investment Trust (REIT). Our portfolio is
comprised of 26 premier office properties totaling 20 million
square feet in the downtown cores of Toronto, Calgary and Ottawa,
in addition to a development site in Calgary. Our landmark assets
include Brookfield Place and First Canadian Place in Toronto, and
Bankers Hall in Calgary. Further information is available at
www.brookfieldcanadareit.com. Important information may be
disseminated exclusively via the website; investors should consult
the site to access this information.
Brookfield Canada Office Properties is the
flagship Canadian REIT of Brookfield Asset Management, a leading
global alternative asset manager with approximately $250 billion in
assets under management. For more information, go to
www.brookfield.com.
Forward-looking statements
This news release contains “forward-looking
information” within the meaning of Canadian provincial securities
laws and applicable regulations or forward-looking statements
(collectively referred to as “forward-looking statements”).
Forward-looking statements include statements that are predictive
in nature, depend upon or refer to future events or conditions,
include statements regarding the Trust’s operations, business,
financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing
objectives, strategies and outlook, as well as the outlook for the
Canadian economy 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 the Trust believes 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 the control of the Trust,
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
successful completion of the redemption by BOX of the units not
owned by BPY and its subsidiaries; 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 Canada; the
ability to enter into new leases or renew leases on favourable
terms; business competition; dependence on tenants’ financial
condition; the use of debt to finance the Trust’s business; the
behavior of financial markets, including fluctuations in interest
rates; equity and capital markets and the availability of equity
and debt financing and refinancing within these markets; risks
relating to the Trust’s 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 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.
Caution should be taken that the foregoing list
of important factors that may affect future results is not
exhaustive. When relying on the Trust’s 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, the Trust undertakes 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.
Contact:
Sherif El-Azzazi
Director, Investor Relations & Communications
Tel: (416) 359-8593
Email: sherif.elazzazi@brookfield.com
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