Rouse Properties Enters into Definitive Agreement to be Acquired by an Affiliate of Brookfield Asset Management for $18.25 pe...
February 25 2016 - 6:43AM
Business Wire
Rouse Properties, Inc. (NYSE: RSE) (“Rouse”) today announced
that, upon the unanimous approval of the Special Committee of its
Board of Directors, it has entered into a definitive agreement to
be acquired by an affiliate of Brookfield Asset Management Inc.
(NYSE: BAM, TSX: BAM.A, Euronext: BAMA) (“Brookfield”) for $18.25
per share in an all-cash transaction.
Under the terms of the agreement, Brookfield will acquire all of
the outstanding shares of Rouse’s common stock, other than those
shares currently held by Brookfield Property Partners L.P. (NYSE:
BPY, TSX: BPY.UN) (“BPY”) and its affiliates, in a transaction
valued at approximately $2.8 billion, including Rouse’s
indebtedness. The purchase price represents a premium of
approximately 35% over Rouse’s closing stock price on January 15,
2016, the last trading day prior to Brookfield’s announcement of a
proposal to acquire Rouse, and an increase of $1.25 per share from
the $17.00 price originally proposed by Brookfield on January 16,
2016.
“The Rouse team has built a great company with a strong platform
and differentiated assets and we are pleased that Brookfield
recognizes the value we have created in becoming a leader in our
sector,” said David Kruth, Chairman of the Special Committee of the
Board of Directors of Rouse. “Since forming the Special Committee
last month, and with the assistance of our financial and legal
advisors, we have focused on evaluating options available to
maximize value for Rouse and its shareholders. After careful
consideration, the Special Committee determined that Brookfield’s
increased proposal provides shareholders with compelling value as
well as a high degree of execution certainty, further validating
the strength of the platform that Rouse has built. We are pleased
to have reached this agreement, which we believe benefits all Rouse
shareholders.”
In light of the pending transaction with Brookfield, Rouse will
not host an earnings conference call in conjunction with its fourth
quarter and full year 2015 results or provide financial guidance.
In addition, Rouse will not declare its regular quarterly dividend
during the pendency of the transaction.
Approvals and Anticipated Closing
The Special Committee of the Board of Directors of Rouse has
unanimously approved the Merger Agreement. Completion of the
transaction is expected to occur during the third quarter of 2016,
and is contingent upon customary closing conditions, including the
approval of the holders of a majority of the outstanding shares of
Rouse, and a majority of the outstanding shares of Rouse not
currently held by BPY and its affiliates. BPY and its affiliates,
representing approximately 33% of the outstanding shares of Rouse,
have agreed to vote in favor of the transaction. This transaction
is not subject to a financing contingency.
Advisors
BofA Merrill Lynch is acting as financial advisor and Sidley
Austin LLP is acting as legal counsel to the Special Committee of
Rouse Properties, Inc.
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.
Participants in Solicitation
The Company and certain of its directors, officers and other
members of management may, under the rules of the SEC, be deemed to
be "participants" in the solicitation of proxies from its
stockholders that will occur in connection with the transaction.
Information concerning the interests of the persons who may be
considered "participants" in the solicitation is set forth in the
Company's proxy statements and Annual Reports on Form 10-K
previously filed with the SEC, and will be set forth in the proxy
statement relating to the transaction when the proxy statement
becomes available. Copies of these documents can be obtained,
without charge, at the SEC's website at http://www.sec.gov or at
http://www.rouseproperties.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20160225005776/en/
Media:Joele Frank, Wilkinson Brimmer KatcherJonathan
Keehner / Andrew Siegel212-355-4449orInvestors:Rouse
Investor Relations212-608-5108IR@rouseproperties.com
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