Board Establishes Special Committee to Evaluate Proposal
Stockholders Advised to Take No Action at This Time
CHICAGO -- (Business Wire)
GGP Inc. (NYSE: GGP) (“GGP” or “the Company”) today confirmed that on
Saturday, November 11, 2017, the Company’s Board of Directors (the
“Board”) received an unsolicited proposal (the “Proposal”) from
Brookfield Property Partners L.P. (“BPY”) (NYSE: BPY; TSX: BPY.UN) for
BPY to acquire all of the outstanding shares of common stock of GGP
other than those shares currently held by BPY and its affiliates (which
represent approximately 34% of the outstanding shares of GGP’s common
stock). According to the Proposal, each GGP stockholder would be
entitled to elect to receive consideration per GGP common share of
either $23.00 in cash or 0.9656 of a limited partnership unit of BPY,
subject in each case to pro-ration based on a maximum cash component of
50% of the aggregate offer and a maximum stock component of 50% of the
aggregate offer.
The Board has formed a special committee (the “Special Committee”) of
its non-executive, independent directors which, in consultation with its
financial and legal advisors, will carefully review and consider the
Proposal and pursue the course of action that it believes is in the best
interests of the Company’s stockholders. The Company’s stockholders do
not need to take any action at this time.
Goldman Sachs & Co. LLC. is serving as financial advisor and Simpson
Thacher & Bartlett LLP is serving as legal counsel to the Special
Committee. Citigroup Global Markets Inc. is serving as financial advisor
and Sullivan & Cromwell LLP is serving as legal counsel to GGP.
There can be no assurance that a definitive offer relating to the
Proposal will be made, that a definitive agreement relating to the
Proposal or any other transaction will be entered into by the Company,
or that any transaction will be consummated.
Forward-Looking Statements
Certain statements made in this press release may be deemed
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Although the Company believes
the expectations reflected in any forward-looking statement are based on
reasonable assumptions, it can give no assurance that its expectations
will be attained, and it is possible that actual results may differ
materially from those indicated by these forward-looking statements due
to a variety of risks, uncertainties and other factors. Such factors
include, but are not limited to, the Company’s ability to refinance,
extend, restructure or repay near and intermediate term debt, its
indebtedness, its ability to raise capital through equity issuances,
asset sales or the incurrence of new debt, retail and credit market
conditions, impairments, its liquidity demands, and economic conditions.
The Company discusses these and other risks and uncertainties in its
annual and quarterly periodic reports filed with the Securities and
Exchange Commission. The Company may update that discussion in its
periodic reports, but otherwise takes no duty or obligation to update or
revise these forward-looking statements, whether as a result of new
information, future developments, or otherwise.
Investors and others should note that we post our current Investor
Presentation on the Investors page of our website at www.ggp.com.
From time to time, we update that Investor Presentation and when we do,
it will be posted on the Investors page of our website at www.ggp.com.
It is possible that the updates could include information deemed to be
material information. Therefore, we encourage investors, the media and
others interested in our company to review the information we post on
the Investors page of our website at www.investor.ggp.com
from time to time.
GGP Inc.
GGP Inc. is an S&P 500 company focused exclusively on owning, managing,
leasing and redeveloping high-quality retail properties throughout the
United States. GGP is headquartered in Chicago, Illinois, and publicly
traded on the NYSE under the symbol GGP.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171113005639/en/
Contacts:
SVP Investor and Public Relations
Kevin Berry, 312-960-5529
kevin.berry@ggp.com
Source: GGP Inc.
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