HRPT Properties Trust (NYSE: HRP) today announced that it has entered an agreement to acquire MacarthurCook Industrial Property Fund, an Australian listed property trust with units publicly traded on the Australian Securities Exchange under the symbol “MIF.”

Pursuant to the agreement announced today, HRP will acquire all of the MIF equity units outstanding at A$0.40/unit and MIF will become a wholly owned subsidiary of HRP. The total number of MIF units outstanding is approximately 98.5 million (at A$0.40/unit, it equals approximately A$39.4 million). In addition to purchasing the MIF equity units, HRP will assume or prepay approximately A$46.4 million of MIF debt, bringing the total consideration payable by HRP to approximately A$85.8 million (or approximately US$79.2 million), excluding transaction costs.

MIF currently owns 10 industrial properties with approximately 1.4 million square feet. These properties are approximately 90% leased to 16 tenants for a weighted (by rent) average lease term of approximately five years. The MIF properties are located in five Australian states: New South Wales (3 properties), Victoria (2 properties), Western Australia (2 properties), Tasmania (2 properties) and Queensland (1 property).

MIF is currently managed by MacarthurCook Limited, a wholly owned subsidiary of AIMS Financial Group, or AIMS. AIMS is headquartered in Sydney and has offices located throughout Australia and China as well as in Hong Kong and Singapore. AIMS will continue to manage these properties after HRP acquires MIF. AIMS, HRP and HRP’s manager, Reit Management & Research LLC, expect to work together to expand HRP’s investments in Australia. Although the investment in MIF is modest compared to HRP’s total property investments of over US$6.6 billion, HRP believes that this investment may create a platform for further purchases of Australian properties. HRP also believes that Australian properties and the Australian economy generally are well positioned by geography and natural resources to benefit from the economic growth in the Asia Pacific region in the future.

HRP’s acquisition of MIF is conditioned upon approval of MIF’s unitholders and other customary conditions, including certain conditions applicable to cross border transactions such as Foreign Investment Review Board approval in Australia and various tax rulings. Assuming these conditions are satisfied, HRP expects to use cash on hand and available drawing capacity under its unsecured credit facilities to fund this acquisition and that the acquisition may close during the second half of 2010.

HRP has retained Gilbert + Tobin as its Australian legal advisers with regards to this transaction.

HRPT Properties Trust is a real estate investment trust, or REIT, which primarily owns office and industrial properties in the United States. HRP is headquartered in Newton, MA.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON HRP’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS AND THEIR IMPLICATIONS MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND HRP’S CONTROL. FOR EXAMPLE:

  • THIS PRESS RELEASE STATES THAT HRP HAS ENTERED AN AGREEMENT TO ACQUIRE MIF FOR A$0.40/UNIT AND THAT HRP EXPECTS TO CLOSE THIS TRANSACTION DURING THE SECOND HALF OF 2010. AS NOTED, THE CLOSING OF THIS TRANSACTION IS SUBJECT TO VARIOUS CONDITIONS, INCLUDING MIF UNITHOLDER APPROVAL AND VARIOUS AUSTRALIAN GOVERNMENT APPROVALS. THESE CONDITIONS MAY NOT BE SATISFIED, THE REQUIRED APPROVALS MAY NOT BE OBTAINED AND THIS TRANSACTION MAY NOT CLOSE. IN ADDITION, BECAUSE MIF IS A PUBLICLY LISTED ENTERPRISE IT IS POSSIBLE THAT THIRD PARTIES MAY PRESENT AN ALTERNATIVE PROPOSAL TO MIF WHICH CAUSES THE INDEPENDENT DIRECTORS OF MIF’S RESPONSIBLE ENTITY AND THE UNITHOLDERS OF MIF TO PREFER THE ALTERNATIVE PROPOSAL. THE AGREEMENT ANNOUNCED TODAY INCLUDES A BREAK UP FEE TO BE PAID BY MIF TO HRP TO OFFSET SOME OF HRP’S COST TO PREPARE FOR THIS ACQUISITION. HOWEVER, THERE CAN BE NO ASSURANCE THAT THIS FEE WILL DETER A THIRD PARTY PROPOSAL OR THAT THIS FEE WILL COVER ALL OF HRP’S COSTS.
  • THIS PRESS RELEASE STATES THAT HRP’S ACQUISITION OF MIF AND ITS AGREEMENT WITH AIMS MAY CREATE A PLATFORM TO EXPAND HRP’S INVESTMENT IN AUSTRALIAN PROPERTIES. HRP’S ABILITY TO LOCATE AND ACQUIRE ADDITIONAL PROPERTIES IS NOT ASSURED. HRP MAY BE UNABLE TO IDENTIFY ADDITIONAL PROPERTIES IT WANTS TO PURCHASE OR IT MAY BE UNABLE TO NEGOTIATE PURCHASE PRICES WHICH HRP IS WILLING TO PAY. ACCORDINGLY, HRP MAY NOT, IN FACT, EXPAND ITS INVESTMENTS IN AUSTRALIAN PROPERITIES.
  • THIS PRESS RELEASE STATES THAT HRP BELIEVES THAT AUSTRALIAN PROPERTIES AND THE AUSTRALIAN ECONOMY GENERALLY ARE WELL POSITIONED BY GEOGRAPHY AND NATURAL RESOURCES TO BENEFIT FROM THE ECONOMIC GROWTH IN THE ASIA PACIFIC REGION IN THE FUTURE. THE IMPLCATIONS OF THESE STATEMENTS ARE THAT HRP EXPECTS ITS INVESTMENTS IN AUSTRALIAN PROPERITES TO INCREASE IN VALUE. IN FACT, THE EXPECTED ECONOMIC GROWTH IN THE ASIAN PACIFIC REGION MAY NOT OCCUR, OR IF SUCH ECONOMIC GROWTH OCCURS, THE VALUES OF HRP’S PROPERTIES IN AUSTRALIA MAY NOT INCREASE. THESE UNEXPECTED RESULTS MAY OCCUR FOR VARIOUS REASONS, INCLUDING POLITICAL AND ECONOMIC CONSIDERATIONS WHICH ARE BEYOND HRP’S CONTROL. ACCORDINGLY, HRP CAN PROVIDE NO ASSURANCE THAT ITS INVESTMENTS IN AUSTRIALIAN PROPERTY WILL INCREASE IN VALUE.
  • ALL CROSS BORDER INVESTMENTS INVOLVE SPECIAL RISKS. FOR EXAMPLE, CHANGES IN RELATIVE CURRENCY VALUES BETWEEN THE U.S. AND THE AUSTRALIAN CURRENCIES COULD RESULT IN LOSSES TO HRP AS MEASURED IN U.S. CURRENCY EVEN IF THE INCOME FROM HRP’S PROPERTIES IN AUSTRALIAN CURRENCY REMAINS UNCHANGED OR IMPROVES AND EVEN IF THE VALUE OF HRP’S AUSTRALIAN PROPERTIES INCREASE IN VALUE AS MEASURED IN AUSTRALIAN CURENCY.

FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the New York Stock Exchange. No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

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