Independent Committee of Brookfield Office Properties Appoints Financial and Legal Advisors in Connection with Brookfield Property Partners' Proposed Offer
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Independent Committee of Brookfield Office Properties Appoints Financial and Legal Advisors in Connection with Brookfield Property Partners' Proposed Offer

NEW YORK, October 30, 2013 – Brookfield Office Properties Inc. (NYSE, TSX: BPO) today announced that the Independent Committee of the board of directors of Brookfield Office Properties has appointed Morgan Stanley to act as its exclusive financial advisor in connection with the previously announced proposal of Brookfield Property Partners L.P. (NYSE: BPY; TSX: BPY.UN) to acquire Brookfield Office Properties by way of an offer for “any or all” of the common shares of Brookfield Office Properties. The Independent Committee has also engaged Davies Ward Phillips & Vineberg LLP as legal advisor in connection with Brookfield Property Partners' proposed offer.

The Independent Committee is in the process of reviewing the proposal and Brookfield Office Properties will provide an update at the appropriate time. In addition, in accordance with Canadian securities laws, the Independent Committee will supervise the preparation by Morgan Stanley of a formal valuation of the common shares of Brookfield Office Properties and the units of Brookfield Property Partners.

Shareholders of Brookfield Office Properties are reminded that there can be no assurance that any agreement or favorable recommendation will result or that any formal offer will be made by Brookfield Property Partners. Shareholders do not need to take any action with respect to the proposal at this time.

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About Brookfield Office Properties
Brookfield Office Properties owns, develops and manages premier office properties in the United States, Canada, Australia and the United Kingdom. Its portfolio is comprised of interests in 114 properties totaling 85 million square feet in the downtown cores of New York, Washington, D.C., Houston, Los Angeles, Denver, Seattle, San Francisco Toronto, Calgary, Ottawa, London, Sydney, Melbourne and Perth, making it the global leader in the ownership and management of office assets. Landmark properties include Brookfield Places in New York City, Toronto and Perth, Bank of America Plaza in Los Angeles, Bankers Hall in Calgary, and Darling Park in Sydney. The company’s common shares trade on the NYSE and TSX under the symbol BPO. For more information, visit www.brookfieldofficeproperties.com.

Forward Looking Statements
This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and applicable regulations and “forward-looking statements.” Such forward-looking statements and forward-looking information include, but are not limited to statements concerning the proposal from Brookfield Property Partners. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding 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 proposal from Brookfield Property Partners and the fact that our business may suffer as a result of uncertainty surrounding the offer; 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 exchanges 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 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.

Media Contact: Melissa Coley, VP, Investor Relations and Communications
(212) 417-7215; melissa.coley@brookfield.com 

Investor Contact: Matt Cherry, Director, Investor Relations and Communications
(212) 417-7488; matthew.cherry@brookfield.com 

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NYSE-BPO: 20.52     TSX-BPO: 22.36     Last Updated 7/25/2014 4:37:14 PM