Rouse Properties Announces Receipt of Unsolicited Proposal
January 19 2016 - 8:30AM
Business Wire
- Board Establishes Special Committee to
Evaluate Proposal and Alternatives –
- Special Committee Retains Advisors
-
Rouse Properties, Inc. (the “Company”) (NYSE:RSE) today
announced that on Saturday, January 16, 2016, the Company’s board
of directors (the “Board”) received a written, unsolicited,
non-binding proposal from Brookfield Asset Management Inc.
(“Brookfield”) (NYSE: BAM; TSX: BAM.A; Euronext: BAMA), on behalf
of a real estate fund managed by Brookfield, to acquire all the
outstanding shares of the Company’s common stock, other than those
shares currently held by Brookfield Property Partners and its
affiliates, together the beneficial owners of approximately 33% of
the Company's outstanding common stock, for a purchase price of
$17.00 per share in cash, which stated that the proposal is not
subject to any financing contingencies and is not subject to any
due diligence on the Company.
Later that day, the Board met and established a special
committee, consisting of Christopher Haley, Michael Hegarty, David
Kruth, Michael Mullen and Andrew Silberfein (who are all the
directors of the Company, other than the representatives of
Brookfield on the Board). The Board delegated to the Special
Committee all the Board’s power and authority with respect to the
Brookfield proposal, including the power and authority to evaluate,
accept, reject and/or negotiate the proposal, explore and solicit
other proposals and/or explore, evaluate and effect alternatives to
the Brookfield proposal, and to cause the Company to take any and
all corporate and other actions, and/or enter into any agreements
with Brookfield or third parties, and/or adopt any measures, in
response to or in connection with the Brookfield proposal, all as
may be determined by the Special Committee in its sole discretion.
The special committee is committed to maximizing value for the
Company’s shareholders.
On Monday, January 18, 2016, the Special Committee selected
Sidley Austin LLP as its independent legal counsel and BofA Merrill
Lynch as its independent financial advisor to assist the Special
Committee in reviewing and evaluating the Brookfield proposal and
any alternatives thereto. The Special Committee intends to conclude
its review and evaluation of the Brookfield proposal promptly.
At the request of the Special Committee, Brookfield entered into
a standstill agreement with the Company on January 18, 2016,
pursuant to which Brookfield agreed that neither it nor its
affiliates (other than (i) any separately traded public companies
in which Brookfield or any of its subsidiaries hold a minority
interest (or any of their respective subsidiaries or controlled
affiliates), (ii) Brookfield Financial Corp. and its controlled
affiliates so long as such person remains on the other side of an
effective, customary information barrier from Brookfield Property
Partners, L.P. (“BPY”) and Brookfield; provided that any
acquisition, disposition or voting of Company common stock or other
securities by Brookfield Financial Corp. or its controlled
affiliates is not directly or indirectly coordinated or in concert
with BPY or Brookfield, and (iii) Brookfield Investment Management
Inc. and its controlled affiliates (collectively, “BIM”) and any
funds managed or controlled by BIM so long as such person remains
on the other side of an effective, customary information barrier
from BPY and Brookfield; provided that any acquisition, disposition
or voting of any Company common stock or other securities by BIM is
not directly or indirectly coordinated or in concert with BPY or
Brookfield) will, other than pursuant to a written agreement with
the Company, acquire beneficial ownership (broadly defined) of any
additional shares of the Company’s common stock prior to March 4,
2016 (the “Expiration Date”). Such restriction will terminate prior
to the Expiration Date if (a) the Company enters into a definitive
agreement with any third party providing for an alternative
transaction pursuant to which a person or group would acquire 50%
or more of the Company’s voting securities or assets or (b) a third
party commences a tender or exchange offer which, if consummated,
would result in such an alternative transaction and the Special
Committee either accepts such offer or fails to recommend that the
Company’s stockholders reject such offer within ten business
days.
The Company will file the standstill agreement with Brookfield
on a Current Report on Form 8-K with the Securities and Exchange
Commission. The foregoing description of the standstill agreement
is only a summary and is qualified in its entirety by reference to
the full text of the standstill agreement. Interested persons are
urged to read the standstill agreement in its entirety as so filed
with the Securities and Exchange Commission.
About Rouse
Rouse Properties, Inc. (NYSE:RSE) is a publicly traded real
estate investment trust headquartered in New York City and was
founded on a legacy of innovation and creativity. Among the
country's largest publicly traded regional mall owners, the
Company's geographically diverse portfolio spans the United States
from coast to coast, and includes 35 malls and retail centers in 21
states encompassing approximately 24.1 million square feet. For
more information please visit: www.rouseproperties.com.
Forward Looking Statements
Certain matters within this press release are discussed using
forward-looking language as specified in the Private Securities
Litigation Reform Act of 1995, and, as such, may involve known and
unknown risks, uncertainties and other factors that may cause the
actual results or performance to differ from those projected in the
forward-looking statements. These forward-looking statements may
include statements related to the activities of the Special
Committee and possible business transactions, the Company's ability
to outperform the ongoing recovery of the retail and REIT industry
and the markets in which the Company's mall properties are located,
the Company's ability to generate internal and external growth, the
Company's ability to identify and complete the acquisition of
properties in new markets, the Company's ability to complete
redevelopment projects, and the Company's ability to increase
margins, including net operating income. For a description of
factors that may cause the Company's actual results or performance
to differ from its forward-looking statements, please review the
information under the heading “Risk Factors” included in the
Company's Annual Report on Form 10-K for the year ended December
31, 2014 and other documents filed by the Company with the
Securities and Exchange Commission.
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Rouse Properties, Inc.Investor Relations,
212-608-5108IR@rouseproperties.com
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